Omniverse Shift
by seanzilla115
Summary: Ben thought his days as a hero were finally over before Paradox appears and sends him to a new world, hoping he could disrupt the plans of a certain snake before the world, and possibly time itself is destroyed, leaving only a world of death. (Sorry for crappy description, and this takes place during Continuum Shift(with a bit of Alter Memory thrown in), and ChronoPhantasma later)
1. Prologue

_SZ: Hey, guys. Now before you ask, this is something I want to try. It's not gonna be a triple crossover like AR and AR Redux, it's just gonna be a regular crossover between Ben 10(Omniverse to be precise, but with Ben being a bit more mature.) and Blazblue(a mix of Continuum Shift and Alter Memory kinda). And before you say 'ugh! Again with those two?! Why?!' I have my reasons, okay!...Ugh...look, I'm sorry. Just...since this one A-hole left an anonymous review for AR Redux, I've been feeling...cruddy...uninspired...I know I've managed to make FiT and my Fimfic exclusive story Neighpon Tales, but I had Z0 and Pikatwig's help with the former and latter respectively. Anything else….*sighs*I became a fanfic writer to create stories, to possibly get good reviews...not get flames or reviews like that...and it's because of a-holes like that that I hardly feel inspired anymore. I try to get inspiration through comics, video games, and Youtube...but nothing. Hopefully this story will help me feel inspired to write stories again. Now then, I don't own anything in this story, nor do I own the Ben 10 series, or Blazblue series. I do though own any OC aliens that appear in this story. Now...let's begin._

* * *

Ben yawned as he walked through the streets of Bellwood...like every other day. A year had past since the final battle against Maltruant, and things have gotten kinda...dull in his opinion. No villains or rogue aliens have attacked him or earth in the past year...no Vilgax, no Khyber, no Forever Knights, no Syphon, heck, not even any sign of the Vreedle Brothers, or Dr. Animo. He's glad the earth is safe now and all, but...he felt...like something was missing. But what? He could ask his friends and all, but Gwen was still in College, Kevin was busy with his Auto Shop, and Rook is out on patrol for the Plumbers.

"...Maybe a smoothie or something might cheer me up," the young adult muttered to himself as he walked further down the sidewalk before he stopped in front of a store window, the surface allowing him to see his reflection.

He had just turned seventeen this year, and decided to go with a new look of sorts. His hair grew out a bit, reaching down the lower half of his neck. His current attire consisted of a pure black shirt underneath a dark green jacket, a pair of grey jeans, and white and dark green running shoes. One thing he noted was that unlike his other outfits in the past, his jacket and shirt didn't sport the '10'. He then looked down at his wrist to look at the Omnitrix.

Seven Years...it had been seven years since he got it, and did so much good with it. But now, with little to no threats left, things were pretty normal for him. No fans asking him for autographs, no crazed fan girls hounding for him, no bad guys coming after him, no nothing. He felt like an average, normal person for a change. Not that he minded, but deep down...he wished something would happen.

"Greetings, young Benjamin," a voice spoke, making Ben turn to the left to see a familiar time traveling professor, "Quite a lovely day out, isn't it?"

"...Yeah...I guess it is," Ben nodded slightly.

Professor Paradox, a man Ben met two years ago during the incident with the DNAliens and Highbreed. Due to an incident back in the 1950's, Paradox has been able to any point across Space and Time, except certain places that is. But despite that, Paradox has been a valuable ally to Ben, and was able to help him defeat the likes of Eon and Maltruant.

"...So is something up?" Ben asked him, "Normally you wouldn't meet me here like this unless there's a dire situation or something."

"That is true, Benjamin," Paradox nodded, "But first, tell me. How is your Japanese?"

"...Uh, okay I guess. Been taking a few lessons online and stuff," Ben shrugged, "Why ask?"

"Let us say where we're going, it be a bit essential," Paradox explained as he pulled out his pocket watch from his coat pocket, "Now come on, Benjamin. Allonsy."

"Al...what now?" Ben blinked

"Just a saying an old friend of mine once said," was all Paradox said as he and Ben disappeared in a flash.

* * *

 **(?)**

Within a second, both Ben and Paradox appeared in a town...or rather...what used to be a town as there were ruined buildings and rubble strewn about on the ground.

"...Where...are we?" Ben whispered, his eyes widening upon seeing the destruction before him.

"One of the many towns and cities destroyed by the Black Beast," Paradox explained in a grim tone.

"The Black Beast?" Ben repeated at that.

"Look in the distance," Paradox instructed as he pointed forward.

Ben blinked a bit before he followed the professor's instructions and looked ahead...but his eyes widened in complete horror and shock upon what he saw.

Even from far away, the creature...no. The monster he saw in the distance was truly a horrifying sight, its size easily making Way Big small in comparison. The monster resembled a demonic eight-headed dragon with obsidian black scales, and crimson red 'cracks' all over its body. Just from looking at it alone, Ben could feel the creature's demonic red eyes piercing through his soul.

"Do not worry, Ben," Paradox spoke as he put his hand on Ben's shoulder, making him snap out of his fear struck state, "I know it looks terrifying, but it won't move for yet another six months."

"Six mo...wait," Ben began as he looked at Paradox, "Where and when exactly did you take me?"

"Japan, circa 2107, the era of the Dark War."

"2107?" Ben whispered in complete shock, "Th...this isn't an-"

"No. This isn't _your_ world's future, Benjamin," Paradox explained.

"...Oh...right. Dimensional travel expert and stuff," Ben chuckled sheepishly before gaining a serious expression, "But in all seriousness professor, what is this Dark War you mentioned?"

"...I shall explain, but take heart that this is very serious, Benjamin," Paradox stated in a firm tone, earning a slight nod from Ben, "Good. Now then...Back in 2100, the Black Beast had appeared with one goal in mind...the complete annihilation of mankind. In order to accomplish this, the creature unleashed a Substance known as Seithr throughout the world."

"Seithr?"

"A highly dangerous substance, Ben, especially to humans. If you're exposed to too much of it, it will either kill you, or transform you into something that is not even human anymore."

Ben couldn't help but gulp at that before his eyes slightly widened a bit when he realized something.

"Wait, if that's true..and the Black Beast ran through here, d-"

"Do not worry. As long as you're near me, Seithr will not have any effect on you," Paradox explained,causing Ben to sigh in relief, "Now then, let us continue. Throughout its lifespan, the Black Beast had destroyed about half the world's population…" he then looked down with a grim, yet sad look on his face, "All those lives...gone."

"...But," Ben spoke up, a worried tone in his voice, "Hasn't anyone tried to beat it?"

"No. The beast was too powerful for anyone to defeat it..however, there was one man that was able to delay the beast for a full year," Paradox explained, causing Ben's eyes to widen, "No one but a few individuals knew the man's name, and that name was...Bloodedge."

"Bloodedge?"

"Yes. Like I mentioned, it is thanks to him that the Black Beast has become inactive," Paradox re-stated, "And in six months from now, it'll resurface again and resume its missions. Thankfully during this time, humanity had developed weapons to combat the Black Beast: Ars Magus, and Ars Armagus."

"I see…" Ben noted.

"Yes. It took about three years or so, but thanks to the power of the Six Heroes-six individuals who had come to help humanity in its time of need-, the Black Beast fell, thus ending the Dark War," Paradox explained further before a slight frown grew on his face, "But with the fall of the Black Beast, a large series of events had begun to transpire."

"What do you mean?"

"...One of the Six Heroes, Yuuki Terumi...had betrayed his former allies by killing Nine and Platinum."

Ben's eyes widened further at that before his blood began to boil in anger. This Yuuki Terumi guy...what kind of man would betray his allies like that, especially after dealing with a monster like the Black Beast?

"After hearing of this, Mitsuyoshi and Hakumen, two more of the Six Heroes, had tracked down Terumi and managed to seal him away. But…"

"...But what?" Ben asked, "What happened?"

"I'll tell you, but first…" Paradox paused as he held up his pocket watch once more, "Let us continue this elsewhere."

"Wh-" Was all Ben could say before he and Paradox disappeared once more."

* * *

 **(?: 2200)**

Within a flash, both Ben and Paradox reappeared in another area. Though unlike the destroyed town, this area was more...tranquil and calm. Within the area were various trees and flowers, a few seemingly growing out of the many large fountains there. On some of the fountains were statues, one being a devil wielding a scythe, and the other depicting two armored angels and a unicorn, the fourth statue seemingly missing its head and arm. Lasty, there were a few stone bridges above some of the rivers created by the fountains.

"Uh...now where...er. When are we?" Ben asked as he looked at the area.

"Well first; we're in 2200, 93 years after the defeat of the Black Beast," Paradox explained, "And as for where we are, we're in the Hanging Gardens, one of the many areas located within the 13th Hierarchical city, Kagutsuchi."

"I see…" Ben noted before blinking, "Wait. _13th_?"

"Yes. You see, Benjamin. After the events of the Dark War, the world was still covered in hazardous Seither, killing off many humans and animals. Due to this, humans were forced to live in high altitude areas, such as mountains and such, and built cities there."

"I see...and I'm guessing most of those cities are the Hierarchical ones?" Ben guessed.

"Correct."

"Ahh..." Ben noted, "But...why bring me here?"

"...Remember when I said Yuuki Terumi was sealed away?" Paradox asked in a serious tone, earning a slight nod from Ben, "Ten years ago, he managed to escape."

" _Seriously_?!" Ben gawked.

"I'm afraid so," Paradox nodded, "Until now, he's been hiding in the shadows, scheming and plotting his next move…" he then frowned, "And he's done so many terrible things since he's gotten out."

"...Tell me where he is then. I-" Ben began.

"You will do no such thing, Ben," Paradox said in a very stern tone, "Terumi is nothing like Vilgax or any other foe you've faced. If you spot him or run into him, do not, and I repeat, do _not_ fight him. Do you understand?"

"...Fine," Ben sighed, but who was he to complain. Telling by the tone Paradox used, and the fact that Terumi was one of the Six Heroes, he knew this guy spelled major trouble, "But...why did you send me here if I can't deal with him?"

"...While you cannot fight him, I want you to at least interfere with his and the Imperator's plans."

"I s-wait..Imperator?"

"You could consider the Imperator...someone that even Terumi fears."

"...I-I see…" Ben noted, gulping a bit upon hearing that, "A-anything I need to know?"

"Just this. Be careful…" Paradox warned him, "The N.O.L has eyes everywhere...so to speak."

"...Gotcha," Ben nodded, "But...if I may ask, what's the N.O.L?"

"The group Terumi and the Imperator are apart of," Paradox explained, "You could consider them the police of this world..only they have a severely grave rule," a large frown appeared on his face, "Those who go against the Imperator, no matter how old they are, are sentenced to death."

" _What?!_ " Ben gawked at that before growling a bit, "That's going too far."

"Indeed. You can thank the Imperator for making that rule," Paradox stated as he looked at his pocket watch, "Now before I head out, I have something to give you." He then reached into his coat pocket and pulled out a small bag.

"What is it?" Ben asked, his anger having died down as Paradox handed him the bag, the young adult feeling what appeared to be coins in it, "Coins?"

'"Close. Platinum Dollars," Paradox replied, "They are the currency of this world. One coin alone is worth...oh say, 100 Yen."

"...And how much did you give me exactly?"

"Hmm...I'd say...around 1000-1200, just enough to get you around and such."

Ben nearly fell backwards upon hearing that. If what Paradox told him was true, then...he practically gave him...well, let's just say a lot.

"A...are you sure it's okay for me to have this much?"

"Of course. Just make sure you hold onto it tightly. There are some shady characters out there," Paradox warned, "Well, I'm afraid I'm must be off. But before I go, I have one more thing to say."

"What's that?" Ben asked.

"Try not to faint," Paradox said with a slight, teasing smile as he disappeared in a flash of light.

Ben couldn't help but blink at that, wondering what Paradox exactly meant by that. He then just shrugged it off, putting the bag of Platinum Dollars inside his pants pocket and walked off. He figured while he was in this world, he might as well get a good look around the area and such.

* * *

 _SZ: *sighs*sadly, this is all you're going to get for now. I would've written more but…*sighs sadly*one of the cats I helped raised around my neighborhood died…*sniffles*I really loved that cat...she was such a sweetie. At least she's up in heaven now, running with many other kitties. I...I'm sorry….I need to go. Until Next time, I'm Seanzilla115….bye._


	2. Rebel 1

_SZ:...Wow...not a few weeks after I post this story, and it already has some faves. Plus, I'm in a REALLY good mood. Reason why...New Blazblue game coming out soon! I can't wait to play this game...as long as it's not PS4 exclusive. If it is...I will be greatly pissed off!...ahem, sorry about that. Just...a bit upset that Chronophantasma Extend was released for the XboxOne, and yet we didn't get a 360 version. I mean...what the faiz?!...anyway...might as well get the disclaimer out of the way. I don't own anything in this story, nor do I own the Ben 10 or Blazblue franchises. I do though own any OC Alien forms you'll see in this story._

* * *

"Great...I am officially lost," Ben groaned as he walked a dirt path within a forest like area, "Would've been helpful if Paradox gave me a map of this place."

He had been walking for about an hour and a half now, and has not come across any sign of the city. He couldn't help but ponder how large was this area was, and why did Kagutsuchi even need a forest area...then again, given the condition on the ground below the Hierarchical city, he could see why.

"Ugh! Seriously, what is wrong with that man?! I can't believe the nerve of him!" a female voice snapped, causing Ben to stop.

He looked ahead to see a girl possibly around his age, maybe a year older sitting on a swing set in a small park. She appeared to have short blond hair with a balmoral blue cap on her head, soft green eyes, and wore a jolting sapphire blue uniform like dress with a white collar and red tie. On her arms were long sleeves that had metal bands on them, said bands having a red ribbon hanging off them while she wore a pair of white gloves on her hands. Lastly, she wore a pair of thigh high black socks with a pair of blue combat boots with gold upside down crosses on the front.

"He doesn't have to say things like that to me!" the girl huffed before pondering a bit, "Did...I do something wrong…?"

Ben was a bit confused by what she meant, but he detected a bit of sadness and confusion in that last part.

"No...I didn't. I _know_ I didn't...at least...I think I didn't," the girl said as she looked down, sighing a bit, "But what I said to him as I left…."

Ben wasn't sure if the girl wanted to be left alone or not, but he did need to find out where town was. Then again, he couldn't help but ponder what was bugging her so much.

' _...I better go see what's wrong,'_ Ben thought as he began to approach the girl. However, just as we was about to say something, he stepped on a twig, startling the girl out of her thoughts, _'Oops.'_

"Who's there!?" the girl demanded as she shot out of her seat, a serious expression on her face as a pair of oversized hand guns appeared in her lith hands. She then turned around to face whatever made that noise.

"Woah woah woah! Calm down!" Ben yelped as he held his hands up in the air, "I'm not here to hurt you or anything."

"Eh?" the girl blinked a bit.

"Well...I was just passing by and looking around before I noticed you. I was coming over to see what was wrong, but...well, I guess I ended up startling you instead," Ben explained, _'Though I gotta wonder where those guns came from, or how the heck can she hold those things!_

"Oh...Soka. Ano, g-gomen," the girl apologized, her serious expression changing into a rather shy one as the guns disappeared, "I'm just...on edge right now."

"It's fine," Ben nodded, "Though I have to ask, what's wrong?"

"...Ano, I'm not sure if I should tell you mr...ano…What's your name?"

"Ben Tennyson," Ben replied before pondering a bit, "Or is it Tennyson Ben? Sorta new to the area and stuff."

"Oh. Soka…" the girl noted, "W-well, Watashi wa Noel Vermillion, a lieutenant of the N.O.L."

Ben's eyes widened a bit upon hearing that, _'She's part of the N.O.L?! But...she seems so nice. Why is someone like her in that group to begin with?'_

"Ano, Ben-san?" Noel spoke up, snapping Ben out of his thoughts, "Is everything alright?"

"Y-yeah. Just...I was thinking about something."

"Oh. O-okay," Noel nodded a bit, "Ano, you said you were new here. Where are you from exactly?"

"...Let's just say someplace overseas," Ben replied. He wasn't sure if he should tell her if he wasn't from this world or not, especially if she was in the N.O.L, "Ahem, back to the matter at hand. So, uh….what's wrong? From what I was seeing, you seemed troubled about something."

"...Ano…" Noel paused as she looked away, poking her index fingers together, "Well, I'm not sure if I should tell you or anything. I-it's a bit personal really."

"Oh...I see," Ben noted, "If it's personal, then I won't ask you further. Though I do have one more question. You wouldn't happen to know where town is, do you?"

"Oh...well it's-"

"Excuse me. You're lieutenant Noel Vermillion, correct?" a new voice asked, startling the two as they turned to see a black cloaked figure. Ben blinked a few times when he saw what looked like a large, fluffy squirrel tail sticking out the back of the figure's cloak.

"A-ano, H-hai!" Noel replied as she stood straight, "I-I am lieutenant Noel Vermillion."

"..." The figure didn't say anything as they looked at Noel.

"I'm terribly sorry. It's just...I was thinking b-"

"I come on behalf of the Praetorian Guard of the N.O.L," the figure spoke up, making Ben tense up a bit, "We're experiencing a great deal of interference above the 13th Hierarchical City of Kagutsuchi right now, so I've come to give you your orders directly."

' _Interference?'_ Ben thought in confusion.

"H-hai! Thank you very much," Noel bowed a bit to the figure, "...Ano, is it okay if I check them now?"

"Yes," the figure nodded as they pulled out a few papers and handed them to the blond.

"Eh? Orders...to return?" Noel blinked when she saw what was written on the papers.

"Indeed. You've been ordered to put your mission on hold and return to headquarters immediately," the figure replied.

' _Mission? What mission are they t-'_ Ben began with a thought, having overheard their conversation.

"M-matte! Major Jin Kisaragi is still at large, and what're you going to do about the search for Ragna the Bloodedge?" Noel asked.

"...I'm afraid I can't answer either of your questions, Lieutenant. I do not have access to that information. Plus…" the figure began as they looked over at Ben, "There's a civilian nearby, and I don't want to risk giving that information out."

"R-right…" Noel nodded before bowing, "I apologize."

"Right…" the figure sighed before giving a small smile underneath their hood, "You'll never change, will you, Noel? You really can't be serious, right? I mean, honestly, you don't know who this is?"

"Eh?" Noel blinked.

"It's me, Noellie," the figure giggled a bit as they took their hood off, revealing themselves to be a girl a year or two older than both Noel and Ben with brown hair, a black balmoral cap on top of it, and hazel eyes.

"?!" Noel gasped as her eyes widened upon seeing the figure's face, "Ma...Ma...Ma-Ma-Ma…"

"Ma…" the girl urged her to continue.

"Makoto! I've missed you so much!" Noel cried out, the blonde unable to contain her happiness and joy any longer as she ran over and pulled the girl into a hug, which caused both of their caps to fall off, showing that Noel actually had long hair while Makoto...Ben had to rub his eyes a bit to make sure he wasn't seeing things. On top of Makoto's head were a pair of animal like ears, or to be precise...squirrel ears.

Ben was a bit confused at this, but then he recalled a few Alien races that had a few animal like traits. But seeing a human with animal like features was new to him. Ben just shrugged it off at the moment as he decided to leave the area for a bit to give Noel and her friend some time to catch up. While he didn't know much about the two, he could tell they missed each other greatly, especially Noel, who had tears of joy trailing down her face.

* * *

Ben yawned a bit as he walked down the dirt path, heading back to where Noel and her friend were at. While he walked, he couldn't help but think...why is someone like Noel in the N.O.L in the first place? Did Paradox make a mistake, or was there something else Paradox was keeping secret from him? Ben shook that thought out of his head as he continued to walk ahead.

"But Makoto, what're you doing here in Kagutsuchi?" Noel's voice asked, making Ben stop as he looked ahead to see the blond and her friend talking, "D-don't tell me you came all the way here to see me."

"'That's exactly right'...is what I would like to tell you. But unfortunately, I'm here on duty," Makoto explained, "To tell you the truth, we actually can't get a hold of anyone in the Kagutsuchi branch of the N.O.L, so I was sent here to investigate."

Ben raised an eyebrow at that as he quickly hid behind a tree to listen in on this. While he didn't know what was going on, he could tell something was happening in the N.O.L. And people suddenly disappearing were making a few red flags go up inside Ben's head.

"I see," Noel noted, "Speaking of which, when I arrived at the branch, there was nobody there."

"Huh?" Makoto blinked at that.

"I thought that was a little strange, but my thoughts were going in so many directions at the time," Noel explained.

"I see...hmm," Makoto began to ponder.

"Makoto? What's the matter?" Noel asked.

"Hmm? Oh, it's nothing really. It's just that...the entire organization has been...off, as of late," Makoto replied, "Especially Captain Hazama. I never know what he's thinking or actually up to."

"C-Captain Hazama?" Noel gasped softly, her body shaking a bit.

"What's wrong, Noel? Are you okay?" Makoto asked in concern.

"Y-yeah. Just...got a little cold is all," Noel assured.

Ben, of course, didn't buy that. Just from hearing that name alone, he could tell Noel was scared of the man. Something definitely was going on in this world. People disappearing, an entire organization out of whack...he didn't know why, but Ben had a feeling this Hazama guy was somehow in the center of all this.

"...If you say so," Makoto shrugged a but, "Ano...sorry, Noel, but I have to get going. Looks like I'm going to be busier than I thought."

"Eh? You're leaving already?"

"Hai. As much as I want to stay and catch up, I need to get back to my job," Makoto sighed, "But before I go, I have something to say."

"Eh? Wh-what's that?" Noel asked.

"...Stay away from Captain Hazama," Makoto warned her in a serious tone, "He's definitely up to something. Not sure what, but it's best you stay clear away from him."

"Oh...r-right," Noel nodded before she recalled something, "Oh! M-matte, Makoto! Before you go, there's something I need to ask you."

"Eh? Ano...sure. What is it?"

"Well, there was someone here asking for directions to town, and I was wondering if you could help him with that," Noel replied.

"Oh...alright. Be back in a sec," Makoto said as she leapt up into one of the trees surrounding the area.

' _Huh? Where'd she g-?'_ Ben began with a thought before Makoto appeared in front of him, startling the young adult a bit.

"It's alright. I'm not gonna hurt you," Makoto assured him before frowning a bit, "Unless you're a spy sent by Hazama."

"N-no. No, I'm not," Ben stated, recovering from his slight shot.

"...Okay, but I have one more question," Makoto said before leaning in close, giving him a serious look, "How much did you hear?"

"Huh?"

"I noticed you were hiding while me and Noel were talking about what's going in at the N.O.L," Makoto stated, "So again, how much did you hear?"

"...Everything," Ben replied, "And if you ask me, people disappearing all of a sudden sounds pretty suspicious."

"...True," Makoto nodded as she backed up away from him, "You're not gonna tell anyone about this, are you? Because seriously, something like this would cause panic if it got out."

"No."

"Okay good. Just want to make sure," Makoto said, "Anyways….uh…"

"Ben."

"Thank you. Anyways Ben, my friend Noel said you needed directions to town, correct?" Makoto asked as Ben nodded in response, "Good, because I want to ask you a favor."

"Huh?"

"There's someone I want Noel to meet up with over at Kagutsuchi Port," Makoto explained, "I was wondering if you could escort her there. You know, keep her company and stuff."

"Ahh. Well I have no problem with that. Though...it would be helpful if I knew the way to town," Ben admitted as he sheepishly rubbed the back of his head.

"Oh that's easy. You just keep walking down the dirt path behind ya, take a left at the fork, and you should be in town," Makoto replied, "As for getting to Kagutsuchi Port, just keep going left once you and Noel get into town. Once you're both there, head over to dock 5."

"Got it," Ben nodded, "Anything else?"

"Yeah. If you see a man with green hair, snake like eyes, and wears a fedora...keep Noel far away from him," Makoto stated in a serious tone, "Because if something bad were to happen one of my best friend…" she paused as she picked up a rather large rock and crushed it into dust within a second, "Got it?"

"C-crystal clear," Ben gulped as he quickly nodded, making a mental note to not anger this girl.

"Okay good," Makoto nodded, "Anyways, I gotta head out now. If I'm late, my boss is gonna bite my head off...not literally of course."

"R...right," Ben nodded a bit.

"Hai. Well...ja ne(later), Ben-san," Makoto said as she leapt into the tree above him before leaping over to the next tree across from it, going right over Noel, "Ja ne, Noel-chan!"

"J-ja ne, Makoto-chan!" Noel called out to the squirrel girl until she no longer saw her. She then turned around to see Ben walking up to her, "Oh! Ben-san...d-did Makoto help you with what you need?"

"Yes. In fact, she wanted me to escort you over to Kagutsuchi port to meet with someone," Ben answered.

"Eh? M-meet up with someone?" Noel blinked a bit.

"Yeah. Not sure who though, but they're over at dock 5," Ben stated.

"Oh. O...ok," Noel nodded, "Ano...let's go then. W-we don't want to keep them waiting then."

"Yeah."

With that, the two began to leave the area as they walked down the dirt path. Although unbeknownst to them, they were being watched by a pair of figures hiding within the shadows provided by the trees.

"Tch! This is who we were sent to spy on? They look like their fucking weak as hell," the crimson red eyed figure frowned, "And that traitor decided to give that weaklnig a fucknig bodyguard, who may I mind you looks weak as shit."

"Do not judge a book by its appearance," the azure blue eyed figure stated in a calm tone, "The male may look weak, but I sense something...off about him."

"Whatever," the first figure scoffed, "But seriously, next time I see that stupid backstabbing Beastkin, I'm gonna slice those slutty clothes off her, beat her around a little bit more, then have a bit of fun with that voluptuous body of hers~"

"...Pervert," the second figure frowned.

"And you're too uptight," the first countered.

"...Ignoring that, Makoto Nanaya is still a member of the Norvis Orbus Librarium," the second figure stated, "If she does anything that goes against the Imperator, then the Wings of Justice will handle her."

"...Fine," the first figure grumbled, "Let's just hurry back and report to Hazama. Fuckin' starving over here."

"...Very well. After the report, we'll go to the restaurant in Orient town," the second figure stated.

"Yes. Gonna go crazy on dumplings," the first one whooped quietly, "Wait...what if we spot Ragna the Bloodedge?"

"...We deliver the sword of justice to him ourselves," the second figure stated, their azure blue eyes giving of a small glow as they became slitted.

"Yeah...that's what I like to hear," the first figure grinned, their eyes glowing a bit and becoming slitted as well while they gave a toothy smirk, showing off a few fangs in their mouth.

* * *

 _SZ: Hoo...finally done. I apologize for taking so long with this update. I've been hit with constant attacks of Writer's block for this story...but worry not minna. Next time is when some action finally happens. But the question is...who's going to be fighting? Find out next time, folks. Until then, ja ne...and have a good day. And hopefully, this next chapter won't take as long._


	3. Rebel 2

_SZ: Hey folks. Just to let you know, we're finally getting to some action in this chapter, so no fears of it being short like the previous chapters. So before we begin...disclaimers! I don't own anything in this story, nor do I own the Ben 10 series, or the BlazBlue series. I do though own any OC and OC Alien forms you'll see in this story._

* * *

"Let's see...Port 5 should be around here somewhere," Ben pondered as he and Noel looked around a rather large port like area, though unlike ports he had seen before, he saw nothing but sky over the railings with a few, high tech ships docked in different parts of the area.

Ben was a bit confused by that at first when he and Noel first arrived at the port, but then he recalled Paradox telling him that the ground below was covered in dangerous amounts of Siethr, so it would make sense to use ships in the air in order to transport people and stuff from city to city.

"Port 5….Port 5...Oh! Here it is," Noel spoke up as she spotted a sign post with an stylized '5' on it in front of what looked like a large bronze clock face, the clock hands being a goldish color.

"That was fast," Ben noted as the two entered the port.

"Hai," Noel nodded as she began looking around a bit, "Ano...Makoto said someone was waiting for me here, right Ben-san?"

"She did."

"Then wh-"

"Ugh…" a voice groaned, causing the two to scan the area for the source before they spotted someone.

It appeared to be a boy that was a couple of years younger than both Ben and Noel with short light blonde hair and blue eyes behind a pair of jam jar glasses. His outfit reminded Ben of a puppeteer from 1800's London. He wore a white and purple shirt with long white sleeves ending in purple cuffs, and purple shorts, a few evident tears in the shirt with bits of dried blood in some of them. These were accompanied with purple military style boots which end in steel toecaps, a gentlemen's purple top hat that covered his head, and a short purple cape that was attached to his body by a metal fixture in the shape of an 'X', a sort of cowbell hanging from it. he was currently clutching his arm, one of his pure white gloves being stained by blood from a rather nasty cut on his arm.

Standing behind him was what looked like a large, female like robot...puppet thing with light blond 'hair', arms that almost reached down to its feet, and a white face, a crack being seen over one of its pure white eyes. It seemed to be wearing a purple dress with a white collar, a purple hat with a gold ring hanging off the side of it, and purple separate sleeves.

"Eh?! Carl?!" Noel gasped in worry as she ran up to the injured boy, Ben following behind her to see if the boy was alright, "What happened to you?!"

"Miss….Noel?" the boy panted as he looked up, "Please, don't worry about me. It's...nothing...really."

"'Nothing?' Carl, you've been hurt badly!" Noel stated in worry as she knelt down to check on him, "Now tell me, what happened to you?"

"Really...it's nothing," Carl panted, "Please...leave me."

"Do you really expect me to just leave you here?!" Noel shouted.

Ben had to agree with her on that. Telling by the wounds Carl had, someone must've wanted him deal. But the question was...who would want to try and kill someone as young as him? Before Ben could say anything, Noel began to wince in pain as she held her head.

"Huh? Noel, what's wrong?" Ben asked in concern.

"No...ugh! Wh-what is...this ringing...in my head…!" Noel whimpered in pain as she held her head, the blond falling to her knees.

"Miss Noel, what's wr-?" Carl began before he began to hold his head in pain as well before he began to scream out in pain as he fell to his knees..

Ben started to get worried as he saw the two holding their heads in pain. He tried to look around for what was causing this, but found nothing. However, just as he was about to check on Noel…

"S...sis…" Carl whispered, his entire body shaking in a mix of pain and sadness before he growled a bit, "Damn you, father...give her back...give me back my sister."

Ben's eyes widened at that. Just from hearing that alone, he could tell something must have happened involving his family, and it seemed to mainly focus around his father and sister. But..what exactly did Carl's father do to make him hate him so much? Ben was about to check up on him before he heard Noel speak up.

"These are...Carl's memories…" Noel panted as she got back up on her feet, "Why am I...the power of an Observer?"

' _An Observer?'_ Ben mentally repeated, _'Wait...does that mean she's like Para...'_ his eyes widened when he saw the puppet robot thing about to smash Noel, "Noel, move!"

"Eh?" Noel blinked before she felt an urgent warning go off in her head as she quickly reacted and almost reflexively leapt backwards, causing the robot/puppets fist to smash into the ground, "Nani?! Th-that could've killed me! But...no. how could I…?"

"Sis...thank you," Carl whispered as he slowly stood up, his glasses giving off a reflective glare at Noel as he stood next to the robot/puppet, "Yeah...yeah, of course. Miss Noel is an enemy...I see it now. Alright…" he paused as he crossed his arms and positioned his fingers, making it look like he was holding strings, "Let's get started."

"Eh?!" Noel gasped before she narrowly dodged another strike from the robot/puppet, the blonde immediately pulling out her guns, "Carl, what're you doing?!"

"Sis says you're an enemy, miss Noel," Carl stated as the robot/puppets fingers became claws, "I'm sorry, but I have to kill you."

' _Huh?! Why...wait, 'sis'?'_ Ben thought as he looked at the robot/puppet, "Is he talking about that robot puppet thing?"

"...Don't call her that," Carl frowned, having overheard him say that, "Don't call my sister a...huh? What's that sis?" Carl asked as he looked at the robot/puppet, who seemed to be glaring at Ben now, "...I see...so he's as dangerous as miss Noel...That makes him an enemy as well."

"Huh?! Woah wait! I-woah!" Ben yelped as he narrowly rolled out of the way before the robot/puppets claws could impale him, "I'm not an enemy, kid! And neither is Noel! Besides, you shouldn't even be fighting in your condition!"

"H-he's right, Carl!" Noel spoke up, "You need to stop this now, otherwise your wounds will o-"

She couldn't finish as the robot/puppet tried to smash her again before the blond fired what looked like energy bullets at the machine, only for it to raise its arms up to block them. She was about to charge at it before she felt something grab her leg, making her look down to see a small, bronze-ish gold toy soldier holding her in place.

" **Cantabile!** " Carl declared as he made a pulling motion, causing the toy soldier to move back as it flipped Noel into the air, causing the blond to yelp in slight surprise, " **Con Brio!** " he shouted as the robot/puppets claws extended out towards Noel in an attempt to stab her, only for the blond to barely recover mid-air and dodged it, the claws just barely hitting her in the arm.

Noel winced in pain as she landed, holding the arm that got cut before she leapt back as the robot/puppet attempted to smash her again, only for it to fake her out as it delivered a hard strike to her stomach, causing the blond to gasp out in pain as she coughed up some blood and landed hard on the metal floor.

"Noel!" Ben cried out as he ran over to check on her, only to be blocked by the robot/puppet as it tried to impale him as well, only for him to roll out of the way in time, _'Damn it. For something so big, it can move pretty fast. I better turn into Loadstar a...no no. If I do that, I'll attract all the metal in the area, including the floor beneath us. Maybe I should use Water Hazard a-'_ he couldn't finish as he quickly leapt back before the robot/puppet could smash him once him, _'Well...that is if I get a chance to transform that is.'_

"Carl...please stop this," Noel panted as she struggled to get up, holding her gut as some blood dripped from her lip, "You...you're not like this."

"...You know nothing about me, Miss Noel," Carl frowned, his hat shadowing over his eyes.

"Y...yes I do," Noel panted, "I can't explain it, but...I know what you and Nirvana we-"

"That's not her name!" Carl shouted in anger as he glared at her, "Her name is Ada, and you'll never know about the pain I went through...the pain my father caused!"

"But Carl…"

"Shut up!" Carl snapped before wincing a bit as his arm began to bleed a bit more, "I won't give up...I won't give up until I find him! And you're in my way, Miss Noel! Ada, **Con Fuoco!** "

With that, the robot/puppet, or Ada as Carl calls it/her, reeled her arm back, said arm starting to spin faster and faster until it was like a drill. She then charged straight towards Noel, thrusting her arm forward in an attempt to stab the lithe blond once more. Noel tried to dodge it, but soon found herself backed against a metal wall, Ada's arm almost within reach.

Time seemed to slow down for Noel as her body seemingly locked up, Ada's arm slowly inching its way towards her. Noel braced herself for the impact to come, only for Ben to tackle her out of the way, causing Ada's arm to impale the wall instead.

"Damn it…" Carl cursed as Ada pulled her arm out of the wall, the boy glaring at Ben as he helped noel up, _'He's going to be a problem...I'll have to get rid of him first.'_

"Noel, are you alright?" Ben asked the blonde.

"H-hai," Noel nodded before wincing a bit, holding her torso as she struggled to stay up.

' _That blow she must've received from that...puppet robot thing must've broke a rib or two,'_ Ben thought before turning his attention towards Carl, who seemed to be panting heavily as his arm continued to bleed, _'And he's not doing any good either...I need to stop this before anything bad happens.'_ "Noel, I need you to stand back."

"Eh?" Noel pondered, but complied.

Ben placed two fingers on his Omnitrix, causing the holographic wheel to appear above it. Quickly moving through the images, he settled on one and moved his fingers away. The hologram disappeared and the faceplate moved back, allowing a hidden cylinder to rise up. Ben quickly pushed it down and a flash of green light occurred, momentarily blinding everyone that was looking. When the light faded, Carl let out a yelp as he was ensnared in a strange green slime.

"Wh-what is this?!" Carl exclaimed as he tried to get out of the slime.

"Sorry, but I can't let you hurt yourself further, kid," a nasally voice noted.

A strange miniature UFO that was hovering over the slime moved down to just above Carl's face. The slime twitched before a bit of it moved up, shaping into some sort of head with just a pair of solid green eyes.

"Was gonna try Spidermonkey, but I'm glad I got Goop," the slime noted.

"G...Goop? Wait...you're not like that Arakune creature, are you?!"

"Ara-what now?" Goop 'blinked' in slight confusion before Nirvana's hand went through his 'head,' "..." The UFO spun around, the 'head' following it to have the eyes look at her, "...That's quite rude, you know."

Nirvana's response was to try and grab the UFO, only for it to fly out of her reach. The UFO spun around Nirvana and the slime that was Goop engulfed her as well. As Carl and Nirvana tried to get out, Noel just stared at the sight with wide eyes. She rubbed her eyes and blinked twice before looking at the sight once more. Once she was sure of what she was seeing was real...

"L-Living slime?!" Noel paled.

"So, are you two going to calm down now?" Goop asked the two as he kept his grip on them.

"Gah…! I guess...it was too much to hope for…" Carl panted, "Especially with all these…" he let out a small gasp as he held his injured arm tighter, "...injuries." he looked at the struggling Nirvana, "Sis...please...I'm sorry..."

' _Why does he keep calling that robot...puppet thing sis?'_ Goop mentally pondered as Carl passed out.

"C...Carl!" Noel gasped.

"He's passed out," Goop noted, the UFO moving and having the slime move away from Carl, letting him gently onto the ground, "He's lost a lot of blood, too." he then looked at Nirvana, seeing it was stiff as a statue, "...And I think this thing won't move while he's knocked out."

"R...right," Noel nodded as she ran over to Carl to check on his injuries, "...We need to hurry to a hospital. If he's not treated soon, he could…" she quickly shook her head to get that thought out, "L-let's hurry and find one."

"Good idea. Know any hospitals around this area?"

"...W-well, there's one in Orient Town a-' Noel began.

"Stop right there, villains!" a voice exclaimed loudly as a blur landed between Noel, Goop, and the currently knocked out Carl.

"What th-?!"

"Let evil run in fear, for international ninja Bang Shishigami is here!" the figure exclaimed as he revealed himself. The figure was a young adult man with spiky swift back, slightly long brown hair, amber eyes, and a long, X-shaped scar across his face. He wore a dark green modified ninja outfit with a big red scarf, silver gauntlets, black fingerless gloves, and dark green hakama pants that exposed his thighs. On his back was an very large nail, the size of it alone making it look like it could cause some heavy damage if used right.

"...You know, saying your name like that and showing your face and hair...Are you sure you're a ninja?" Goop asked, removing himself from Nirvana and taking a humanoid shape, the Omnitrix emblem bared proudly on his torso.

"Silence, demon!" Bang exclaimed as he dramatically pointed at Noel, "You there! How could you!? Of course, I know better than any man that a duel is a duel, but this child was injured...and was a child! How could you do this to a child?! And to make it worst, you enlist the help of a demon to do your dirty work!"

"Alien," Goop corrected, "And did you not see the doll that tried to slice her up?"

"A...ano…" Noel nervously gulped.

"Aggghhhh! My ears burn when they hear the lies of fiends!" Bang exclaimed.

"Lies?!" Goop exclaimed, _'This is Harangue all over again...'_

"Be strong, Carl!" Bang shouted as he looked down at Car's unconcious form, "I, Bang Shishigami, will avenge you!"

"W-Wa…" Noel began before Goop moved between her and Bang.

"It's like talking to a brick wall, Noel," Goop informed, "I don't think Goop's gonna be able to handle this not-ninja either."

"NANI?!" Bang exclaimed, "How dare you say that I, Bang Shishigami, am not a ninja!"

"...You want the list or just the key points again?" Goop deadpanned.

Bang narrowed his eyes at Goop. The Polymorph slapped the symbol on his chest, creating another flash of light. Standing in place of Goop was now a thin figure, standing just a few inches taller than the average human. While its thin, toned body seemed to be completely black, it was actually in the darkest of blues in color. It had three fingers on each hand, each one ending in a claw, with three clawed toes on each foot, two pointing ahead and one pointing behind. While it appeared to have a scarf in the same dark blue, it was actually a part of its body, ending in spikes. Its head had a pair of bat wing-like extensions on the sides with a pair of solid green eyes. The Omnitrix emblem was situated on its torso, but the colors were muted.

' _...This alien doesn't have vocal chords,'_ the alien thought.

"He changed forms again!" Noel's eyes widened.

"What manner of demon are you?!" Bang demanded, only to get silence in response, "...Coward! Answer me now!"

"..." the alien waved his hand while pointing at its neck.

"...Fine. Then prepare yourself! For I, Bang Shishigami, will show you the power of a ninja!" Bang exclaimed as he got into a fighting position.

"..." if his eyes weren't a solid green, Ben's new alien would have rolled them...But seeing there was no convincing the guy, he stood ready, waiting for whatever Bang had in store for him.

Bang was the first to move, rushing at Ben with impressive speed. He performed a right hook, only for Ben to move along the swung arm, taking his back. Ben slammed his fists into Bang's back, sending him into the ground. Bang got up and noticed the strange shape-shifting creature was missing.

"Nani? Wh-" Bang began before he felt something hit him on his side, causing him to stagger a bit before he quickly brought his arms up, barely blocking an incoming axe kick from the strange shape-shifting creature, "You accursed fiend! How dare you act so...so…dishonorable?!"

' _Dude, this is what a ninja does,'_ Ben sweatdropped, _'You're sure you're a ninja?'_

"I see that look of yours! I am a true ninja!" Bang growled before his free fist was covered by a flat metal surface, "Hah!"

Ben used his free leg to push himself away from Bang, avoiding the blow. The wall beside them, however, did not and ended up with a hole the size of the item covering Bang's fist. Bang pulled it out and looked at where Ben had landed, only to see he was missing once more.

Noel couldn't keep track as every time Ben appeared, he seemed to disappear instantly the moment he landed on the metal floor. Was he camouflaging himself, or was he moving so fast, he was invisible to the naked eye?

"Grr…! To think the Library would hire such a cunning creature," Bang growled as he stood his ground, keeping a close eye out for that strange shape-shifter, _'But...it is odd. I don't feel any killing intent within his blows…'_ he then turned his gaze towards Noel, _'Nor do I feel any from her.'_

Bang stumbled back from another blow Ben sent and quickly threw a set of nails with a red cloth on them at Ben. The ninja-like alien performed a backflip, letting the nails hit the wall behind him. Looking over his shoulder, Ben blinked twice as he saw that the wall was now covered in a glue-like substance.

' _And now he's leaving evidence that he's been here...'_ Ben facepalmed while shaking his head, _'I'm fully convinced now that he is not a ninja...in fact, I'd say he's the worst insult of a ninja that I've ever seen! And I saw that lame guy in Sumo Slammers 5 and his attempts at being a ninja, even!'_

' _I must admit, he's truly a formidable opponent. None of my blows can even reach him, nor can I sense where he's going to appear next,'_ Bang thought as he reached behind his back, pulling out a pair of folding umbrellas, _'I will have to resort to this then.'_ " **Shishigami Ninpo!"** he shouted as he tossed the two umbrellas high into the air before they stopped mid-air as Bang made a few hand signs, " **Nail Storm!"**

' _Aaaaand he's now calling out attacks. Yep. Worst. Ninja._ Ever _,'_ Ben mentally sighed before noticing something, _'Aw hell!'_

"Eek!" Noel yelped before a dark blur zipped by, the nails that had been raining down hitting where she had been.

After a few moments of silence, the umbrellas fell to the now nail covered floor, a few embedded in said floor as Bang stood his ground, searching for the strange shape-shifter. After using a move like that, there was no way that creature couldn't have dodged it. However, just as he was about to move, he soon felt something sharp against his neck.

"?!" looking down, he saw a three-fingered clawed hand holding one of his nails, a yellow fabric on the flat end, to his neck, "...Impossible. You were able to avoid my attack?"

Ben narrowed his eyes at Bang, a visibly shivering Noel in his free arm. Spinning the nail so it pointed away from Bang, the two moved back from each other. Ben then pointed at where Carl and Nirvana were, barely at the edge of where the nails had hit. He then motioned to the scattered nails while giving Bang a raised brow of disbelief.

"I...I almost hit Carl…" Bang whispered, his fist visibly shaking, "If any of my nails had hit, his life would've been in further danger...I nearly hit an innocent bystander..a child no less!"

' _This guy gives me such a headache...'_ Ben facepalmed.

"...Please...will you at least TRY to listen?" Noel pleaded, "We weren't the ones who inflicted those injuries on Carl. We were only trying to help him when his doll suddenly attacked me and then Ben, and I…!" it was then she realized both were looking at her, "So...I um...Anyway, we're not the ones at fault here!"

"I see...I see," Bang slowly noted, "Yes, yes! It's just as I suspected all along! You young lady have the aura of one of Ikaruga's legendary perfect women! I knew you couldn't be at fault! Dah ha ha ha ha ha!"

' _Don't you 'Da hah hah' us!'_ Ben thought as his Omnitrix timed out.

"Don't 'Dah ha ha ha ha ha!' us…" Noel snapped before sighing, "Geez...That's what I was trying to tell you all along."

"Oh yeah...You were shouting something, weren't you?" Ben asked, looking at Noel, "What was it?"

"...W...well...n-nevermind! We still need to get Carl to a hospital!"

"Leave it to me," Bang spoke as he walked over to the still knocked out Carl and carefully picked him up, "I will take master Carl to the infirmary as soon as possible."

"Y-Yes...I was thinking the same thing myself," Noel nodded.

"Uh...Is it okay if I carry Carl and you take the doll?" Ben asked, looking over at the still Nirvana, "Not sure if it's just pretending or not."

"Ah...yes...hm. Yes. I will be...going to the clinic now, but...Would you two care to accompany me?" Bang asked.

"Ano...well…" Noel pondered a bit. Carl was injured, but there was quite a few things she still needed to do, "...Ben-san, if it's okay with you, could you go with Bang-san? There's...still some things I need to take care of."

"...Are you sure, Noel? You did get hit pretty hard when Carl's puppet started attacking us."

"Yes, I...I'm sure," Noel nodded.

"...Alright. If you're sure," Ben nodded, "Though I'm sure next time we meet..there's probably some questions you'd like to ask me."

"Um...Yes," Noel nodded.

"Indeed. I myself have a few questions of my own about your strange ability," Bang noted.

"Right, but we'd better hurry and get Carl treated," Ben stated, "The more we talk, Carl's wounds will no doubt get worse."

"Ah! Indeed!" Bang nodded, "Hold on, master Carl. We shall get you treated at once!"

"Wait! What about th-and he's gone," Ben facepalmed as Bang rushed out of the area quickly, "Great...I'm stuck carrying the puppet, and I have no idea where that clinic is…" he then turned towards Noel, "You said you knew where it was. Mind giving me some directions? I'm...still kinda new around and stuff."

"Okay," Noel nodded, "You head to the center of town from her, then take a...ano, was it east, or west to get to Orient Town? ...N-nevermind. Once you're in Orient Town, look for someone named Miss Litchi. She owns the clinic there."

"Got it," Ben nodded as he took in a deep breath, "Alright. Now to g-" he began as he turned around to look at Nirvana, only to see that it was gone, "...What the? Where did…?"

"It vanished?!" Noel squeaked, "Is...Is it possessed by some sort of Yokai?!"

"I don't know. I mean, it's not like it got up on its own...right?" Ben asked, which only made Noel even more nervous, "...nevermind. Forget I said anything. For now...I guess I'll leave you to your own things."

"R...right. Demo...before you go, c-can I ask you something?"

"...Sure," Ben shrugged, "Ask away."

"How...did you change into that slime creature and that ninja creature?" Noel asked, "You...you didn't get infected with Seithr, did you?"

"No," Ben shrugged before holding up his wrist, showing the Omnitrix, "It's because of this; the Omnitrix."

"Omni...trix?" Noel repeated as she looked at it.

"Yup. Basically, it lets me transform into different kinds of aliens, such as Goop and...uh, that other one you saw earlier," Ben replied, "To be honest, that was the first time I changed into that one, so I don't have a name for him yet."

"I-I see...wait. Aliens?!"

"Yeah," Ben replied, "What? You thought I turned into some sort of...uh...Yokai, was it?"

"Ano...h-hai," Noel meekly nodded.

"There's a lot of living beings out there, Noel," Ben shrugged, "The Omnitrix lets me 'walk a mile in their shoes' to put it simply. The alien who made it meant for the watch to be filled with nothing but good intentions."

"S...soka," Noel noted, the shy blond taking all this info in.

"Last time I had Master Control unlocked, it said I had roughly over a million aliens, but right now I can only use around sixty," Ben shrugged, not noticing Noel's eyes widen and her jaw drop in shock.

' _O….over a_ million _?!'_ Noel mentally exclaimed, the shy blond mentally hoping the N.O.L doesn't find out about the Omnitrix, especially _him_.

"Hmm...Maybe I can use Wildmutt or Blitzwolfer and just follow the guy's scent," Ben noted as he looked at the Omnitrix, "...Then again, people here would probably freak if they saw a giant vicious-looking animal running through the streets."

"..."

"Ah well," Ben shrugged, "I'll go try to find the clinic. Good luck, Noel."

"H-hai. You too, Ben-san," Noel replied.

"Right. Just...promise me one thing before I head out," Ben said as he walked over and whispered to her, "Don't tell anyone about the Omnitrix. I'm afraid of what'll happen if someone got their hands on it."

"Don't worry. I won't tell anyone," Noel assured.

"Alright, good," Ben nodded as he turned around, "Well, I guess I'll catch you later, Noel. Stay safe."

With that, Ben began to walk off, leaving Noel by herself, the shy blond now deep in thought.

So many things were floating inside Noel's head at the moment, including the info Ben had told her. But...there was one major thing that kept buzzing around her head...why was she able to see into Carl's memories? What was the power of an Observer? Why did she have this power? Why? While she was in deep thought, she had accidently bumped into someone, causing her to lose her train of thought.

"Oh...ano, I'm sorry. I...I didn't look where I was going a-" Noel began before looking at the man before her.

It was an older man, possibly in his mid-thirties. He wore a magenta outfit that would be fitting for someone of the victorian times while his hair was blond and short. He wore a golden opera mask, a purple shirt with black rimming and had a knee-length magenta cape flowing over it. Much like Carl's cape, his had a golden X-shaped fixture to hold the cape in place and had two rings protruding out of the lower front halves of it. His baggy white tights were tucked into his stylized black and purple boots, these boots had golden toecaps that had a silver colored nail-like fixture on the top; the mouth of the boots also had a white and golden cuff to them.

"Well now…" the man muttered to himself.

"Y-you're not injured...are you?"

"...I see...Number 12. So...you're the 'eye' now?" the man asked, causing Noel's eyes to widen.

"How...just...who... are you?!" Noel demanded.

"Heh heh heh...truly a masterpiece," the man chuckled slightly.

"Answer my question...!" Noel shouted.

"I was under the assumption that it was an utter, dismal failure. But…" the man began as he started to approach Noel, "Giving my considerable years, it seems I still have much to learn."

"A-answer me!" Noel shouted, the blond beginning to feel nervous as she backed away from him, "I...I demand you answer my question!"

"I think I need to take you home...and give you a thorough examination…" the man noted, "I am excited… Truly, the anticipation is almost palatable."

"St…stay away from me!" Noel began to whimper, _'No...I need to run away! Huh? Wh-what's this...my feet...th-they won't...move!'_

Noel had no idea where this sudden wave of fear was coming from. All she knew was that the man standing before her was the most terrifying person she had ever encountered. She couldn't resist...she couldn't run...the crushing fear was made even worse due to the fact that she had no idea why she was so afraid.

"N-No…" Noel shivered, "Please… No…!"

Before anything else could be done, Noel's slender arms suddenly became tangled and were pulled by an unknown force, making the man stop in his approach.

"It seems as if someone wishes to interfere," the man noted, "'Ignis,' show yourself..."

For an instant, a red shadow appeared in Noel's vision… After which everything became distorted…

' _Eh? What? This is Carl's…?'_ Noel thought.

"What are you doing?! We must leave quickly," a voice stated to Noel.

Gathering what little strength she had left, Noel crawled towards the unknown force...finally falling into the portal. And as she was losing consciousness, Noel caught one glimpse of that abhorrent man's face.

* * *

 _SZ:...hoo boy. No matter how many times I see that scene, it still unnerves me. Still, this chapter's done, and it's a bit longer than the previous chapters. Apologies if the fight scenes were a bit short for you folks…*yawns* Started to get a bit tired when me and my friend, GammaTron, were working on them. Now before we end things off here…*yawns*you're probably wondering about that other alien Ben turned into when he went up against Bang. Well...that's an OC alien I kinda came up with, this one being based on Zan from Monster Rancher, said monster being basically the ninja of said game series. And what better way to fight a ninja than with a ninja. Haven't come up with an official name for him yet, but we'll call him Shinobi for now. So unless you have a name suggestion, leave it in your review. And please...no flames or anything. Much like GammaTron, I do not like those types of 'reviews'. But other than that…*yawns* I hope you enjoyed this chapter, and tune in next time for the next chapter of Omniverse...Shift...I'm Seanzilla115...and…*falls asleep standing up*Zzzzzzz..._


	4. Rebel 3

_SZ: Hey minna, it's me again, here to bring you another chapter of Omniverse Shift. Heads up, there will be some more action in this chapter, along with possibly another OC alien, and the introduction of two OCs I've been meaning to have appear in a story. You probably know who they are if you've read the second chapter(technically first). If not...well you'll see them here and now. But before we begin...Disclaimers!_

 _Disclaimer: I don't own anything in this story, nor do I own the Ben 10 series, or Blazblue series. I do though own any OC aliens and OCs that'll appear in this story._

 _SZ: Alright, now that that's done, let's begin...and hope there's nothing changed about this timeline...I just jinxed it didn't I?...sh-!_

 _ **=Warning: This chapter will contain a few mature/ecchi-ish moments=**_

* * *

Orient Town, a rather quaint area in Kagutsuchi. From what Ben heard, it was best known for its Chinese restaurants, and as he passed a few of them, he could see why. Maybe after he checked up on Carl for Noel, he'd probably stop by one of them for a bite to eat before finding a place to stay for the night. Telling by how dark it was getting, it was most likely night was going to fall soon.

"...Hope I'll have enough for a place to stay, and get something to eat," Ben muttered to himself before he heard a few people muttering something about a 'Ragna the Bloodedge'.

In fact, from what he heard, this Ragna guy was public enemy number one to the NOL. Whatever he did must've really pissed them off. As he was walking down the path, Ben came across a wall full of wanted posters, one being of that Ragna person he's heard about. Though once he saw the pic...he tried his best to suppress his laughter. He wasn't sure if that's what the guy really looked like, but from the way his face looked, it looked like he was constantly constipated, or he got hit really hard in the balls. He then quickly cleared his throat, the young adult getting a bit off-track as he resumed walking. Though he couldn't help but ponder something...with such a huge bounty placed on this Ragna person, he figured this place would be covered in bounty hunters or something.

"Hey bitch! Watch where you're going!" a voice snapped from nearby, making Ben stop in his tracks.

"I'm sorry, but you guys were the ones that bumped into me," a familiar voice countered.

"Wait...isn't that…?" Ben whispered to himself as he ran over to a nearby corner and looked over, seeing a pair of thugs decked out in chains and knives glaring at a familiar, squirrel tailed girl, _'That's Noel's friend, Makoto. What's she doing here?'_

"Yeah right. You bumped into us on purpose," the taller of the two thugs frowned before shrugging a little, "But what do you expect when dealing with a Beastkin?"

"Heh...yeah," the buffer of the two smirked, ignoring the frown Makoto was giving them, "She was probably trying to find a tree to sleep in or something."

' _Beastkin?'_ Ben thought, the word unfamiliar to him, but he couldn't help but frown at seeing the two thugs talking down to Noel's friend like that.

"...Okay, I'm giving you two a fair warning. Walk away before someone gets hurt," Makoto stated to the two thugs, "Trust me, you don't want to see me when I'm angry."

"Not until we get an apology, you mutant bitch," the buffer thug smirked, "Besides, we heard Ragna the Bloodedge was in the area, a-"

"I..I'm sorry, but can you repeat that?" Makoto asked in a low tone.

"What? Ragna th-" the tall thug began.

"No no. The _other_ words…"

"...Mutant bitch?" the two thugs blinked.

"...I thought so," Makoto frowned, gripping her cloak as she glared at the two, "Just to let you two know...I tried to warn you."

With that, she threw her cloak off, causing the currently hiding Ben's face to blush heavily once he saw what she was wearing underneath. The outfit Makoto wore was quite revealing in terms of skin. Her black thong was visible with the middle of it being barely hidden by an orange short-short skirt. Her only upper clothing was a strange orange and yellow piece that let the lower half of her F-Cup breasts be exposed with the upper half hidden completely and connected to a black choker on her neck with black fingerless gloves on her hands. On her legs were a pair of black stockings that went up to just below her thigh and a pair of orange heeled running shoes. In her hands were a strange pair of Tonfa in terms of design. They were a solid black and shaped like holy crosses. The ends of the 'crosses' ended in spikes while a gold ring was attached over them. Leather straps were on the opposite sides, attached to her wrists.

' _...I think I can see why Paradox warned me not to faint…'_ Ben thought, trying to shake the heavy blush off his face, _'I didn't realize Noel's friend wore such a...ahem, revealing outfit under that cloak. I mean, her breast are the size of her h-gah! No! Don't think like that! She's in danger, and all I can think about is how big her breast are?! N...no...gotta calm down a-'_

 ***BAM!***

"AHHH!-!-!" the taller thug screamed as he flew right past Ben and into the side of a metal building, an imprint of Makoto's fist on the guy's face while he left a hole in the shape of him.

Ben's eyes nearly grew to the size of dinner plates upon seeing that as he slowly looked back over at Makoto, the squirrel girl's fist pointing at where the taller thug used to be.

' _...and freak out again! She's as strong as Looma!'_ Ben thought with wide eyes.

"Ahh! Edge!" the buffer thug gawked before glaring back at Makoto, "Oh you little…!" he growled as he took his chains out and threw them at Makoto, "Die!"

Makoto's response to that was grab the chain and tug on it with one arm. The buff thug was forced to come flying towards her from the strength behind the tug. She grabbed him and smacked him a couple of times with her tail.

' _If it wasn't for punching that guy through the wall just now, I'd be finding this hilarious,'_ Ben thought.

"Now..." Makoto began as she pulled the buff thug's face towards hers, "What was it you called me again?"

"N...nothing…" the thug groaned, his face covered in bruises.

"I thought so," Makoto said as she dropped him, "Now take your lanky buddy and run. And FYI…" she leaned in close to him, a serious expression on her face, "That punch I gave him...it wasn't even my strongest one."

"..." the buff thug just gulped as he began to limp away as fast as he can, pulling the tall thug out of the hole as he ran.

"Ugh….racist jerks…" Makoto sighed once the two thugs were gone. She was about to pick up her cloak before her ears twitched a bit, "...Whoever's hiding, come out...unless you're friends with those two racist assholes from earlier."

Ben tensed a little in his hiding spot. He wasn't sure how she was able to detect him...though after what he just saw, it'd be best if he just revealed himself.

"Okay! I'm coming out!" Ben informed as he slowly walked out, his hands held up to show he meant no harm.

"...Hey wait…" Makoto began as she began to walk towards him, "Don't I know you?"

"...Uh…" Ben tried to say something, but he was trying his best not to stare at her outfit, mainly due to how revealing it was.

"...Hey yeah...You were with Noel the last I saw her," Makoto realized before her eyes widened, "Wait! Did something happen to her? Did you get separated from her?"

"N-no no. I got her to where you wanted me to take her, but she wanted some time by herself," Ben replied, trying to force back the blush forming on his face due to how close Makoto was to him.

"...I see…" Makoto noted, her serious expression disappearing as she smiled a bit, "Well I'm glad she's okay then. Thanks for looking out for her...uh..."

"Ben."

"Thanks. Sorry…I've been rather tired lately, so I tend to forget some things," Makoto sheepishly chuckle before her stomach grumbled, "...That, and I haven't eaten all day today. I was gonna get something to eat, but...well, you probably already saw what happened with those two thugs."

"Y...yeah…" Ben nodded before his own stomach growled, "...Guess I can say the same for me."

"Soka…well let me see how much I have a-" Makoto began, pulling out a small bag from her tail before tensing, "...ah mou…I only got enough for one meal or a place to stay for tonight."

"...How much do you have?"

"...About…" Makoto muttered as she opened the bag and counted the money inside, "1000 platinum dollars. Why ask?"

"...Well…" Ben began as he pulled out his own bag, "I got around 1000-1200 Platinum dollars on me. I could pay for the food, but we'll probably have to..." he paused as he cleared his throat a little, "Split whatever money we have left on a place to stay."

"..."

"N-not that we have to or anythi-" Ben began before Makoto grabbed his arm.

"All right! Let's go get something to eat then! I know a great buffet near here!" Makoto beamed.

"...Uh, alright then. Let's g-woah!" Ben yelped when Makoto began to drag him off at high speed.

* * *

Elsewhere, a pair of shaded figures were talking with each other, one of them having their eyes opened a bit, revealing them to be a bit snake like.

"Hmm? Is that right now?"

"Yes, Captain Hazama. The first target went missing after encountering Colonel Relius, and the second target was last seen in Orient Town."

"I see...and you said your sister is there?"

"That is correct."

"Hmm...head back and keep an eye on her. I don't want her having too much 'fun' if she decides to attack 'him'. Plus, I'm sensing she has some hostility for Lieutenant Nanaya."

"She believes she is a spy for Sector 7. Also, aside from attacking her, Karai wants to have a bit of…'fun' with Lieutenant Nanaya before bringing her in."

"...She is always the little wild card in our little group...but oh well. Before things get a bit out of hand, I want you to bring her back. Understood?"

"Hai, Captain Hazama."

"Good...you're dismissed then, Aoiro."

* * *

Back with Ben and Makoto, the two had arrived at the buffet the latter mentioned, and were currently eating. Well, Ben was trying to eat, but he couldn't help but stare at Makoto wolfing down her food, almost like she hadn't had a bite to eat in days.

"Umai~~!" Makoto beamed, munching on a few dumplings before taking some vegetable Lo mien off her plate and stuffed it into her mouth. She then began to choke a little from trying to swallow so much before taking a quick swig of water and managed to get it all down, "Bah! Hoo man...not gonna do that again," she then noticed Ben staring at her wide eyed, "...Oh! Uh...sorry you had to see that. I...really haven't had a decent bite in days. All I had were those little dry food packets where you add water, and dear god they're bland."

"Ahh...I can get that," Ben replied with a nod, "Had some myself before...taste more like dirt and dust than actual food."

"Exactly!" Makoto exclaimed, "The people who made those things could've at least added some flavoring or something!"

"Yeah," Ben nodded a bit, "Hey uh...mind if I ask you something?"

"Sure. What is it?" Makoto asked as she took another drink of her water.

"What exactly is a Beastkin?"

"?!" The squirrel girl nearly choked on her own drink upon hearing that question as she looked at Ben with wide eyes, "Have you been living under a rock or something?!"

"Uh...no," Ben replied, a bit taken back by her sudden outburst, "I honestly don't know what a Beastkin is, mostly because I haven't met or seen any before." _'Well...there are some humanoid animal like aliens out there, but none of them looked like an actual human...well, one with animal like traits, but still.'_

"...You….really don't know what Beastkin are?"

"Nope."

"Oh...well, I guess I'll explain then," Makoto stated, "You see, Beastkin are sentient human-like creatures with animal like traits, such as ears and tails and stuff. Plus, their physical and sensing capabilities are incredible. Beastkin come in three different varieties; normal Beastkin, Half Beastkin, and Demi Beastkin, the last one being where they look more like humans, but keep their animal traits and parts," she explained as she motioned to her ears and tail, "I'm a Demi-Beastkin, or to be specific, a Squirrel Beastkin, thus why I have the squirrel ears and tail."

"I see," Ben noted, "That's interesting but...why were those two guys talking down to you back there?"

"...It's because most people view most Beastkin as second rate citizens...we're even discriminated against and hated by humans," Makoto sighed as she looked down at her nearly empty plate, "When I was in the Military Academy, I was abused greatly because I was a Beastkin...it even got to the point where I hated humans, and myself."

Ben couldn't help but frown at that. It was one thing discriminating against an entire race, but abusing someone of said race to the point of hating humans and themselves? That's going _way_ too far.

"Well...I don't get why anyone would do that," Ben noted, "I mean, from what I've seen, you're a great person. You're dependable and from how Noel reacted to seeing you, a really great friend to have."

"...That is true, I guess," Makoto replied as she looked up, "Noel was one of the few friends I made when I went to the Military Academy."

"Right," Ben nodded a bit, "...Mind if I ask one more question?"

"Alright."

"What is this Military Academy you keep mentioning?"

"The N.O.L Millitary Academy, of course," Makoto replied before blinking, "Wait...you don't know what that is, do you?"

"Sorry. Not in the slightest."

"...Honestly, your parents must have cared so much for you that they isolated you since birth to not know about that," Makoto voiced her opinion.

"...R-right," Ben nodded a bit, "But still...I'd at least like to know what it is and stuff. I know a bit about the N.O.L, but I didn't know they had a academy and stuff."

"Ahh...okay, then. Basically, it's like a big school where they teach and train you to join the N.O.L and stuff," Makoto explained, "It's really exclusive and hard to get into, especially with its difficult entrance exams."

"You mean like a written and physical exam?" Ben asked.

"Something like that, yes," Makoto nodded, "The school's pretty big as well. I mean, it holds up to, and I am not joking, about tens of thousands. And 80% of it is related directly to the school. And before you ask, it's located at the 15th Hierarchical City of Torefune, A.K.A the Academy City."

"E...Eighty percent?!" Ben gawked, "That...Almost an entire city is a school? I...I thought things like that existed only in manga or comics."

"Nope. It's as real as you and me," Makoto stated.

"Wow. Almost an entire city meant for education…" Ben chuckled a little, _'Gwen would love it there.'_

"Most of the kids that go there are either part of the families of the Duodecim, and kids that have been picked out due to their special talents and stuff," Makoto explained further, "Heck, I was lucky to get in...though I pretty much hated it at first...racist jerks."

Ben nodded, "So you hated it until meeting Noel?"

"Yup. If I hadn't met her, Tsubaki, and a few others, I would've hated humans entirely," Makoto nodded.

Ben nodded.

"Yeah...hey, uh, mind if I ask a question or two now?" Makoto asked, earning another nod in response, "Alright then. So, uh...where exactly are you from?"

' _I was born in Bellwood in the United States of America on the planet Earth in another dimension. ...No way I can say that,'_ Ben thought before replying, "A mountain range on the other side of the planet. Everyone calls the place 'Bellwood' even if it has another name. Though no one really remembers it since we've always called with Bellwood."

"Ahh….alright then," Makoto nodded, "I just have one more question...you want to get something for dessert before we leave?"

' _She's still hungry?!'_ Ben mentally gawked, "S-Sure."

"Sweet!" Makoto beamed before drooling a bit, "Oh man, I hope they have Chesnut parfaits."

' _Probably won't have smoothies here, I guess,'_ Ben mentally sighed.

"Alright. I'll j..." Makoto began before she saw something that made her pale a bit.

"...Is something wr-?"

"Shh!" Makoto hushed him, "Quite. He'll hear you."

"Huh?"

"Ragna the Bloodedge," Makoto explained, pointing over to a table near one of the windows, "He's sitting right over there."

Ben blinked twice. Discreetly looking towards the table, he blinked twice. Sitting at a table were two figures. The first of which he couldn't really make out due to the large yellow jacket they wore, the hoodie covering their face and large cat paw-like attachments over the ends of the sleeves hiding their hands. Ben did note the cat tail wagging happily as the figure shoveled more and more food into their hoodie-covered mouth.

The other, gawking at how much food his compatriot was shoveling into their mouth, had spiky white hair and a somewhat pale complexion. They wore a large red jacket with several belts attached to it in random places, and he could barely make out the black baggy pants covering their legs. He blinked twice as he tried to remember what the poster looked like before shaking his head.

"You sure?" Ben asked, "Because from the poster I've seen of him...it kinda looked like he was constipated."

"...Con...st..." Makoto began, almost about to go into a giggle fit before smacking herself, "No. That really is him. Don't you see the red jacket, the white hair? That sword he's got leaning against his chair?"

"I...Wait, a sword?" Ben blinked twice as he looked over, "...Isn't that an umbrella?"

"...He must be using an Ars to hide himself in plain sight," Makoto frowned, "No wonder you don't see it all."

"Oh...but seriously, what's so bad about him? It doesn't seem like h-"

"He took down a LOT of N.O.L bases...by _himself_!" Makoto hissed, "And he recently caused trouble here at the Kagutsuchi Branch, from what I've heard."

"You think he's behind the people disappearing at the branch here?"

"Maybe...though there wasn't any sign of forced entry, nor any sign of blood or injured soldiers," Makoto replied.

"And what does an NOL branch he attacks normally look like after he's done there?" Ben asked.

"Like a tornado filled with sharks crashed through," Makoto answered, "...Actually, that's a sorta stupid comparison. Basically, it looks like a war zone."

"So don't you think it's weird? I mean, if all the other places were, well, warzones after he went through them, why would he just vanish the people here?" Ben questioned.

"That….is actually a good point," Makoto blinked before frowning a little, "Something fishy is going on." _'I think I'll have to bring this up with Kokonoe later.'_

Ben nodded, "Look, from what I'm guessing, Ragna must like coming to this place which is why he hasn't gone all warzone-making here. We could probably just spy on him to figure out why he's here."

"...Good idea," Makoto nodded, "Plus, we'll figure out why he has a Kaka clan member with him."

"...Wait, Kaka Clan?" Ben raised a brow.

"Remember what I explained about Beastkin?"

"Yeah...oh. I think I get it. They're Beastkin as well, right?"

"Correct, but different, too," Makoto replied.

"What do you mean?"

"Well, even though a lot of other Beastkin have a lot of different members, they've always stayed together," Makoto shrugged, "Plus, there's something weird involving them. Every year, a census in every city shows that the combined total of Kaka is always exactly 100."

"Oh...I see," Ben noted, "But...why is it exactly always 100?"

"No one really knows," Makoto replied, "All we do know is that when that limit is reached, any kids they have are either stillborn or missing the Beastkin traits."

"...And nobody hasn't tried to help them or anything?"

"Nope. Remember, most humans don't like Beastkin," Makoto reminded him, "Heck, it's rare to see a Kaka Clan member walk around on the surface. They mainly stay underground. Plus, nobody knows what they really look like underneath those hoods of theirs." she began to fume a little, "I've tried before and I got my butt handed to me but good...and she thought I was just playing with her."

"Playing with her?"

"...The average IQ for the Kaka clan is 85," Makoto informed, "Though, I think its because they have extreme ADD...though that one I mentioned before she left...she freakin' groped me so she could compare my boobs to this 'boobie lady' person."

Ben's face lit up with a blush.

"Yeah...if I ever run into her again or something, I-"

"Ahh! Umai, nya~!" the cat girl sitting across from Ragna exclaimed as she finished her..10-15th plate, "That was great, Good Guy! Can Tao have more, Nya?!"

"...She's joking, right?" Ben asked Makoto quietly, "She had like...what, ten, fifteen plates already?"

"Kaka Clan members are heavy eaters. They have a bigger metabolism than any other Beastkin or human," Makoto shrugged, trying not to look at the five empty plates on her side of the table.

"Oh...I see," Ben noted, _'Though from the way she just described it, it sounds like they eat almost as much as Upchuck's species does.'_ he then recalled what the Gourmands did to their last planet, _'Then again...I don't think_ any _species could out eat a Gourmand.'_

"Yeah...look. Let's just keep quiet and f-and someone just found out it's him...and they're now dine and dashing...looks like that one thing about Ragna the Bloodedge being a notorious dine and dasher is true," Makoto sweatdropped.

"I think it's because of the Kaka clan girl," Ben noted, managing to figure out her gender from the voice.

"Maybe...ugh. I was hoping for dessert, but let's hurry up and trail after them before they get too far away," Makoto sighed a bit, "Mou...I was looking forward to having a Chestnut parfait too."

Ben nodded, "Check please."

While the two were busy, they were unaware that they were being watched by a figure sitting at a table behind them, seemingly glaring a bit at them (mainly Makoto) with their crimson red eyes. They had been ordered before not to do or say anything to the former target, but since he was near the person they believed was a spy, then what's stopping them from roughing both of them up a bit? A toothy grin grew on their face as the figure saw both Ben and Makoto leaving the place, prompting them to follow after the two silently.

* * *

"Any sign of them?" Ben asked, both he and Makoto having looked around for Ragna for about half an hour now.

"Nope. No sign of them whatsoever," Makoto replied before groaning a bit, "Mou~! I missed out on dessert because of them! Now I'll never have my sweet and delicious chestnut parfait now…"

' _Wow. She's still thinking about that,'_ Ben sweatdropped, _'...Huh. ...I wonder if this is how Rook felt whenever I was more concerned about smoothies?'_

"...Ugh, it's getting late anyway," Makoto sighed, looking up at the nearly dark evening sky, "Might as well find a place to rest for the night."

"Yeah...might a-" Ben began before he recalled something important, "Ahh! I almost forgot!"

"Huh?"

"I promised Noel I'd check on Carl for her a-"

"Wait, what?!" Makoto exclaimed as she was instantly in front of him, her face a few inches away from his, "You ran into Carl?! Wait...did something bad happen to him?!"

"He was injured and then he tried to attack us because of this weird doll he kept calling 'Sis' tried to attack us!" Ben explained, "We managed to avoid hurting him, but he passed out from bloodloss and then this not-ninja guy named Bang showed up and accused us of hurting him. He...He was not a ninja despite his proclamations of being one. Showed his face, showed his hair, didn't wear extremely dark colors like near-black blue coloring, and one of his attacks nearly hit Carl."

"...Where is Carl right now?" Makoto asked in a very serious tone.

"Noel and Bang said something about this 'Litchi' person," Ben replied.

"Ms. Litchi?" Makoto blinked twice.

"Yeah...wait. Do you know her?"

"Yeah. Back in the academy, we came here on a field trip for a few days. I got hurt and Noel and Tsubaki took me to her clinic," Makoto explained, "She's a nice lady and a friend to the Kaka Clan."

"I see...do you know where she lives?"

"Yep!" Makoto beamed.

"Good...take me there. I promised Noel I'd check on him to see if he was alright."

"Sure thing!" Makoto replied, "Now let's see...That way."

' _I think we're forgetting something, but I'm not sure what,'_ both thought as Makoto led the way.

"Don't worry, Ben! We'll get there before n-" Makoto began before she ended up bumping into someone, causing her to strumble back a bit and land on her butt, "Ow! Hey, buddy! Watch where you're standing!"

"..." the cloaked figure didn't say anything as they stood there.

"...uh, hello? Anyone in th-"

"Fuck off, slut."

"Hey!" Ben snapped as he helped Makoto up, "There's no need t-"

"Shut it," the figure ordered, "Besides, I called her that because of that slutty outfit she wears underneath that cloak of hers."

"Slu...hey! It's not supposed to be slutty! It's suppose to help me move around faster!" Makoto argued.

"Yeah right! I'm surprised those melons of yours haven't popped out yet!" the figure countered.

"You...wait a minute. How do you know about the outfit I wear underneath?"

"Because we've met a few times before, Lieutenant Makoto Nanaya," the figure smirked under her cloak, causing Makoto's eyes to widen.

"How do you know my...oh, crap. You're Karai...aren't you?"

"Heh…" the figure smirked as they took their hood off, revealing a girl two-three years older than Ben and Makoto with tanned skin, neck length, wild midnight black hair with a single crimson highlight in it, and piercing crimson red eyes, "Guess you're not as dumb as you look, mega tits."

"...Ben. Get out of here...now," Makoto ordered him.

"Huh?"

"Karai's one of the most dangerous people in the N.O.L," Makoto explained, glaring at Karai, "Plus she's a psycho bitch."

"Ooh, we haven't even fought yet and that is the closest thing you've done to damage since I've got here," Karai smirked, "But honestly, I'm here for two things. That little boy toy of yours, and most importantly...you, ya dirty spy from Sector Seven."

' _Sector Seven?'_ Ben mentally repeated before noticing Makoto tense a little _, '...Wait. Is Makoto…?'_

"Ben, I'm serious. You need to get out of here, now," Makoto stated in a serious tone, "If Karai's after you, there's a high chance she'll kill you."

"She ain't lying," Karai smirked darkly, "Everytime I fight someone...they most likely die~"

Ben tensed at that last part. From the way she said that last part, it was like a wild, bloodthirsty beast ready to attack any second. It was then he came to two options. One: Stay and help Makoto fight against Karai, but risk having the N.O.L find out about the Omnitrix, and two: Follow Makoto's advice and run, and from how serious Makoto was acting right now, he should try and go with the latter option.

"...ok. But what about y-" Ben began before Karai was instantly before him, "?!"

"Boom!" Karai declared as she kicked Ben hard in the head, sending him rocketing into an alleyway, "Headshot."

"Ben!" Makoto gasped before glaring at Karai.

"Seriously, you two were talking way too long," Karai stated plainly, cracking her neck a bit, "Therefore, I went ahead and started the battle. One down, one squirrel bitch to go."

"You…!" Makoto growled, gripping her cloak as she threw it off, her tonfa already out.

"Heh. Knew that outfit of yours was slutty looking," Karai smirked, gripping her own cloak as Makoto glared at her, "Now let me show you my outfit~"

With that, she tore her cloak off and tossed it at Makoto, blinding the Squirrel Beastkin a bit before she tossed it off and leapt back, a pair of obsidian black, dragon like claws tearing right into the cloak, tearing it to shreds. Once Makoto got a good look, she noticed that Karai was wearing a similar outfit to hers, only it had a pair of crimson red straps going down from her top, which was stretched by her DD-Low E Cup breast, to her mini skirt. Sticking out the back of said skirt was what looked like a obsidian metallic dragon like tail.

"Why don't ya take a picture?" Karai asked, smirking a bit as she spread her claws out a little, "It'll last longer~"

Makoto tensed as she got into a fighting position, the Beastkin glaring at Karai. She knew how dangerous Karai can be, but since the ravenette was gunning for her, not to mention she had kicked Ben, an innocent bystander in all this, Makoto had no choice but to fight against her.

Karai was starting to get a bit impatient as she charged at Makoto and attempted to impale her claws into her, only for Makoto to side step out of the way before she threw a punch at Karai, who embedded her claws into the metal floor and delivered a overhead kick to Makoto's head, the Beastkin blocking the kick with her tonfa before she and Karai leapt back from each other.

"Heh…" Karai smirked, licking a bit of blood off of one of her claws, "Not bad, but a bti to slow to dodge."

"Wha-?" Makoto began before wincing a bit, the Beastkin seeing a small cut on her face, "What...how did…?"

"Let's just say I trained all day yesterday," Karai smirked, moving her claws around a bit.

"...So you think you're being cute, huh?" Makoto frowned.

"Bitch please, I'm adorable," Karai countered before moving her head ot the side, dodging Makoto's punch before blurring behind her and groping her, "Hmm, so they're not fake."

"H-hey!" Makoto snapped, blushing as she tried to shake her off

"Did I say move?" Karai snarled as Makoto felt the claws stab into her back, the Beastkin wincing in pain, "I thought so."

"You...bitch…" Makoto grunted.

"I'll be honest, I like your outfit," Karai smirked as she fondled Makoto's breast a bit, "Read your profile, bullied in school, saved by Tsubaki Yayoi, seems officially attached to her. A crush maybe?"

"Sh-shut up!" Makoto snapped as she managed to free herself and punched at Karai, who jumped back from the attack.

"..." Karai blinked as she noticed her nose bleeding, "You whore."

"Hah. Got you that time you…."

"Fucking bitch!"

"..Uh oh," Makoto gulped, recalling the rumor that Karai had a pretty bad temper problem. "But I'm stronger I just need to…" she started before Karai quickly closed the distance between the two and gave a rapid shower of punches. "Gah...10 hits at once?"

"Bitch, that was 100," Karai growled as she cracked her knuckles a bit, "But I'm not done. I'm about to pound you so hard, that bastard I kicked back there is gonna be jealous." she grolwed as she started slapping Makoto around.

"..Gah! stop...stop…" Makoto panted before being punched in the stomach. "You're...killing me…"

"That's the idea," Karai whispered as she headbutted her, making Makoto fall and hit the ground. "Fucking slut," she snarled as she got her claws near Makoto's neck, the ravenette pinning the Beastkin to the ground, "...hmm." she pondered before slashing off Makoto's top, letting her sizable breast out into the open, "...nice."

"?!" Makoto's eyes widened a bit at this.

"Now...I can do one of three things. One…" Karai paused as she looked at one of her claws, "Kill you...two; Take you prisoner, or three…" she paused as she gained a rather perverted grin, "Fuck you and kill you at the same time."

"What kinda monster are you…?"

"The best kind," Karai countered before whispering something to Makoto, "I'm a Murakumo."

Makoto's eyes widened in shock at that.

"And we got big sister Noel," Karai continued, her hand trailing up and down her 'prey's' body, "And trust me, when she wake up from her 'nap', I'm gonna give her a big hug."

"Don't you touch her!" Makoto snapped as she tried to free herself from underneath Karai.

"Ohh~ some fight?" Karai purred, "I like that." she said before she captured Makoto's lips, surprising the Beastkin, "Mmh~" she moaned before wincing as Makoto had bit her tongue, "Gh?!"

Makoto took this small window as she managed to slid off from underneath Karai and stood back up, using one of her arms to cover her now exposed breast.

"...I think I'm in love." Karai said with a grin that sent shivers up Makoto's spine, "...Now I'm gonna…" she started before sensing a chill, "Huh? But I'm almost done here!...C'mon just let me…Ugh...fine. Seriously, you can be a bitch sometimes, Aoiro." she grumbled before looking at Makoto, "Listen baby, mama's gotta go. But she'll be back to collect you later."

Makoto just gave her a glare in response

"But before I go, I'll take something to remember you by."

"What the hell could yo…?" Makoto started before Karai appeared behind her and Makoto looked….to see Karai holding her tail. "...Ah...Ah…" she gasped a bit, looking at the stub that used to be her tail.

"Heh…" Karai smirked as Makoto let out a loud scream of pain, "Thanks for the souvenir, sexy. Next time we meet, I'll take more than just your tail~"

"You...you…!" Makoto growled, trying to ignore the immense pain she was feeling as she tried ot punch Karai

"Love you Makoto~" Karai said in a complete mimic of Noel's voice before leaving.

"Makoto!" Ben panted, running towards her, his head bleeding a bit from the kick Karai gave him earlier.

"And you…" Karai began as she shot Ben a rather bored look, "I'm bored of you...later, loser."

"Damn it…" Ben cursed before Makoto fell to her knees, "Makoto, are you a-"

"My...my tail…"

"Wh-?" Ben began before Makoto shot up and pulled him into a hug, the Beastkin quietly sobbing into his chest as she shook, her tears staining his shirt.

"She….she took my tail…" Makoto whispered.

Ben's heart couldn't help but sink as he looked at the crying Beastkin. When he first met her, she was so friend...well, when she wasn't acting serious, but seeing her broken down like this...it nearly broke his heart. He soon carefully wrapped his arms around her, surprising the Beastkin a bit.

"Makoto…" Ben spoke up, causing Makoto to look up at him, "I don't know how...but i swear i'll get your tail back. i promise."

"?!" Makoto's eyes widened a bit further at that as she blushed a little, the Beastkin sniffling a bit as she returned the hug.

Ben didn't say anything further as he held Makoto close in a comforting hug, calming the Beastkin down. Deep in his mind, he couldn't help but feel angry at himself. If he had dodged Karai's kick, then he wouldn't have gotten knocked out, which could've prevented Karai from taking Makoto's tail. Speaking of Karai, Ben couldn't help but frown at teh mention of her. If the N.O.L was all for 'Justice', then why was someone like her in that group to begin with?

' _...I'll worry about it later. For now...I better get Makoto to a hospital or, hopefully if it's nearby, Litchi's clinic before she bleeds out,'_ Ben thought.

* * *

"...What is that?" A voice asked, seeing Karai wearing Makoto's tail as a scarf.

"Just a souvenir I got from Makoto," Karai smirked.

"..." the voice sighed a bit as the figure stepped out of the shadows a bit, revealing a girl Karai's age with semi-pale skin and long, silver-white hair. In her hand was a sheathed katana, the sheath azure and silver in color with a image of what looked like a silver-white dragon with blue eyes embedded on the side, "So you attacked a fellow N.O.L officer."

"Tch...please. She's a freaking spy from Sector 7," Karai scoffed, "I keep telling you this, but you don't believe me."

"I believe in all our fellow officers." Aoiro stated, "Besides, I've found something you might want to hear.

"What is it?" Karai asked.

"...I sense Lambda and Delta are somewhere within Kagutsuchi," Aoiro stated, causing Karai's eyes to widen.

"...You're shitting me, right?"

"No, but I'm having problems sensing Delta;s signature," Aoiro replied, "Also...it seems Mu's signal has popped up once more somewhere."

"...Tch, finally," Karai scoffed a bit as she laid down on the floor, "I thought we lost track of her after that damn vampire got a hold of her. Too bad I can't go and greet big sis myself, but what can you do?"

Aoiro merely nodded a bit as she moved a bti of her hair out of her face, "We have orders to retrieve her incase Tsubaki Yayoi fails in her mission."

"Of course...and hey. At least it's not Gamma that's going after her...fucking psycho bitch," Karai stated, muttering that last part to herself.

"..You forgot she's stationed in Ikaruga, Karai," Aoiro sighed a bit.

"Oh...right...but seriously now, what about Delta and Lambda? We thought those two were destroyed in the explosion."

"Like I said, Delta's signature is faint, but she and Lambda are somewhere within Kagutsuchi," Aoiro answered, "When they reveal themselves, we will head to their location immediately."

"Good…" Karai nodded before smirking, "Because i'm ready to fuck some more shit up...speaking of fucking, can w-"

"No. We're sisters, Karai," Aoiro frowned.

"Well I can't help there's no other sexy 'toys' here aside from you and Yayoi," Karai scoffed a bit, "So c-" she began before Aoiro lightly bonked her on the head with her sheathed katana, "Ow!...fine...god damn cocktease."

* * *

 _SZ: 0-o...wow...this timeline is WAY different. Not only do we have two more players on stage, but...well, you saw what happened between Makoto and Karai. But don't worry...Makoto will get her tail back, and she has a major bone to pick with Karai. But to those who're new to Blazblue and wondering what's a Murakumo...you'll have to wait and see. And apologies that Ben didn't get any action this chapter, but I'm kinda trying my best to not make him like a Gary Stu or anything. But worry not, he will get a chance to fight next chapter, along with the debut of yet another Oc Alien. What kind is it? Find out next time. Until then, I'm Seanzilla115, and please leave a review/comment. And once more, please no flames or bad reviews._


	5. Rebel 4

_SZ: Hey minna. It's Seanzilla115 once more, an-_

 _A5l: Hello Everyone!_

 _SZ: 0-o A...A5L?! How..how'd you get in here?!_

 _A5L: *points towards an open door with a sleeping Jibanyan in a security suit.*_

 _SZ:...nevermind. Ahem.*looks at the readers*again, greetings. I'm Seanzilla115, and with me is my friend, A5L._

 _A5L: How's going everyone?_

 _SZ: As you can see, we're here to bring you another chapter of Omniverse Shift. *takes a deep breath*And you all probably recall what happened last chapter, correct?_

 _A5L: Yeah, and I got to ask... *looks at you* What was going through your head with Makoto losing her tail?_

 _SZ: Oh...that...was O.N's doing. But don't worry. Makoto will get her tail back. When...I'll leave you to find out._

 _A5L: You guys better hurry up with bringing Makoto's tail back, or else we're going to have raging Makoto fans coming for your guy's blood._

 _SZ: Already got a bunker ready just in case._

 _*We both hear some yelling and angry rants coming towards us, to see many Makoto fans with torches and pitchforks*_

 _A5L: O-oU Oh boy... cue the disclaimer and run for our lives?*_

 _SZ;...Uh….*grabs A5L and runs for it*disclaimers!_

 _Disclaimer: I don't own anything in this story, nor do I own the Ben 10 franchise, or the Blazblue series. I do though own any OC and OC aliens that appear in this story._

* * *

"How're ya holding up, Makoto?" Ben asked as he helped the injured Beastkin walk.

"Well aside from getting the stuffing beaten out of me…" Makoto paused before sighing heavily, "Not to mention losing my tail to that psycho bitch Karai...I feel like shit."

"...I see...well don't worry. Hopefully we're almost at the clinic," Ben assured her, "Once we get there, I'm sure this Ms. Litchi person will help you out."

"I hope so…" Makoto sighed.

To think today had started out good for the Beastkin. She had ran into her old friend Noel, she completed a task for her 'boss' pretty fast, she taught a pair of racist jerks a thing or two, and she had a good meal with a pretty nice guy(Ben). But...the moment she heard Carl had been injured, and Karai having appeared, things went south for her pretty fast. But the absolute worst part of her day was when she lost her tail...to Karai of all people.

' _...Ugh. I don't want to even think about what kind of things she's doing with my tail,'_ Makoto thought with a shudder.

* * *

"Ahh~now this is good," Karai sighed in pure bliss as she laid down, using Makoto's tail as a pillow, "I heard this thing was fluffy, but god damn! It's like I'm on a literal cloud here."

"Karai...mission," Aoiro reminded her.

"Fine fine...spoil sport," Karai muttered as she got up, picking up Makoto's tail and threw it back around her neck.

* * *

"I think we're here," Ben noted as he and Makoto stood before a fairly large house like complex.

Much like the rest of Orient town, it had a bit of a chinese feel to it with a few trees and plants, medical most likely if this was the right place, growing on the side and back of the building.

"Hai. This is the right place," Makoto nodded a bit, "Let's just hope she's home."

"Yeah," Ben nodded before...

"Hello?" a voice asked as the door opened. "How may I...oh...oh dear."

Standing there in the doorway was a woman a couple of years older than both Ben and Makoto,with long black hair tied into a bun, pink eyes, pink lipstick, and...ahem, rather large breast, H-cups at best. On top of her hair was what looked like a miniature panda. She wore a stylish Chinese doctor uniform with long white sleeves, a yin and yang brooch ribbon, a red vest, and a skirt dress that exposed her thighs.

' _...Okay,. Aside from Noel, does every girl in this world have breast bigger than their head?!'_ Ben thought with a heavy blush before he quickly shook it off, "Uh...you're miss Litchi, right?"

"I am," the woman nodded as she motioned the two inside, "Please, come in. We need to treat those wounds fast."

"Right," Ben nodded as he carried Makoto inside.

* * *

-A bit later-

"Well you should be fine…." Litchi informed after she finished bandaging Makoto up, "Though I've never seen a cut this clean before. Almost like a samurai."

"More like a crazy masochist bitch who gets off o-AHHH!" Makoto winced as Litchi applied medicine to stertized the bleeding stump.

"Is she gonna be alright?" Ben asked.

"Sadly she's not a lizard Beastkin so this isn't regrowing."

"...If only I could've transform before getting hit, my human form is so weak." Ben grimaced.

"What was that?" Makoto blinked, overhearign him say that.

"Nothing," Ben quickly replied.

"Listen Makoto, it's gonna take you a while to...reassert your balance…" Litchi stated to the Beastkin.

"I've lost my tail. Of course it's gonna take me forever to get back my ba-ow!" Makoto yelped when Litchi reapplied the medicine.

"Don't sass me," Litchi scolded her.

Mou…" Makoto groaned before turning her head towards Ben, "..Ben...can you do me a favor?"

"Yeah, Makoto?"

"Go find Noel and f-oww!...fa...fa...fast...before Karai does," Makoto replied, "I'm...afraid of what she'll do to her if she catches her."

"I can try...you have anything of hers i can sniff?" Ben asked before the girls looked at him. _'That did not come out right.'_ "Umm...I'm part dog. if I have her scent, I can find her." _'Yeah. Like she's gonna believe th-'_

"So you're a beastkin?" Makoto blinked

"...Yes. yes I am." Ben said quickly, "I just have my mother good looks."

* * *

"See..." Karai began, wrapping Makoto's Tail around Aoiro, "Comfy, and warm is it not?"

"...It is," Aoiro admitted a bit. "I want to keep this."

"Bitch this is my torphy."

"I will pull rank."

"And I'll pull out my claws!"

"And I'll.." Aoiro started in the sisterly squabble before a familiar blonde haired girl came up to them with wide eyes.

"Ohh! That scarf looks so comfy! Can I use it?" Noel asked before the two looked at her with slightly wide eyes, "...What?"

"...Noel?" Aoiro and Karai blinked.

"...Ano, do I know you?"

"...N.O.L agents. We're investigating something under Hazama's orders," Aoiro reminded.

"Also we went to school together." Karai added.

"...Ano, you do remind me of this one girl…" Noel noted as she looked at Karai, "...Wow. You two look exactly like me."

"We could be sisters." Karai said, licking her lips. "Now c'here. We want to ask you some questions."

"Q...questions?" Noel asked nervously, not liking the look Karai was giving her as she slowly and nervously stepped back from the ravenette.

"Do not worry." Aoiro said, pulling Noel into a hug, surprising the blond a little, "We protect our comrades, officer Noel...you are N.O.L as we are...you are under our protection."

"...Wh...what do you want to know?" Noel asked, staying near Aoiro to keep away from Karai.

"First come with us to someplace private." Aoiro suggested before looking at Karai,, "You as well, Karai."

* * *

"Come on...where is she?" Ben whispered to himself as he looked around, having a bit of trouble due to it being a bit dark out. "If i had master control this be easier." he said before bumping into someone, "Huh? oh sorry."

"Wh...whatever…" the blond haired man he had bumped into scoffed a bit as he stumbled past him.

"...Hey uh...are you alright?" Ben asked in slight concern.

"I'm...ugh...fine.." the man grunted, holding a bleeding spot on his chest as his blue, military like outfit was turn into shreds, "Damn you, Aoiro."

"Hey man, are you sure?"

"Thank you for your concern." the man said as he began to weakly walk away, "I need to find a friend...I have to warn her."

"Hey if you keep walking like that, you'll bleed to death. Hold on. I think I got some bandages to help."

"...ugh…" the man sighed a bit in defeat, "Thank you….have you seen a Makoto Nanaya?"

"...why?" Ben asked in slight suspicion.

"Three dangerous people are after her, me and Tsubaki Yayoi."

"...One of these people wouldn't happen to be a girl with raven hair, is it?"

"Karai...she a dangerous woman," the man growled a bit.

"How dangerous?"

"Very Dangerous...I knew her back in the war," the man explained

* * *

 _-Flashback-_

" _What are you doing?!" he snapped._

" _What?" Karai asked, chewing on the neck of the guy she tore up while sitting on top a pile of corpses._

" _You didn't have to to…"_

" _Eat him? Bitch I'm a dragon," Karai scoffed before seeing a group of armored men charging at her, "...Ooh! Let me get these guys."_

 _The man didn't say anything as he swung his sword at the group. Within a matter of seconds, the men were frozen solid._

" _Hey! Kill stealing bastard!" Karai growled at him._

" _You're having too much fun with this," the man frowned._

 _Karai just gave him a glare in response before she noticed a inured female soldier trying to crawl away and picked her up._

" _What are you doing, Karai?"_

" _What does it look like?"_

" _I will report you."_

" _I'll care after I interrogate this one here," Karai countered as she walked away, holding the injured female soldier.._

 _-Later-_

" _Karai!" the man snapped as he smashed in to see the crying, almsot naked female soldier and a Karai smirking, "What did you do?!"_

" _Got the info on the enemy's base, and some fun," Karai smirked, "But she needs to stop crying. The whore loved it."_

" _...you're deplorable."_

" _And you have a brother complex," Karai countered, "Not that I blame you. I want Raggy myself."_

 _Her response was a very cold glare from the man._

" _Ohhh he must be as big as I dream he is….Raggy~" Karai drooled._

" _...Shut up!"_

 _-end flashback-_

* * *

"She raped females that caught her interest. They fight, she kills them while raping them," the man frowned, "Why the N.O.L let someone like _her_ in, I'll never know."

"That's not why you hate her, is it?" Ben asked, a bit surprised to hear that the man was from the N.O.L, so he had to keep his guard up.

"...She has my sister's face."

"Huh?"

"My sister...she...died...and Karai, she has the exact same facial features as her," the man stated, growling a bit at the end, "And it sickens me, seeing her face on that psychopath."

"...C'mon pal. Let's get you some help."

"...Jin...my name is Jin," the man stated.

"Ben, Ben Tennyson," Ben introduced himself as he helped him up, "Come on. There's a clinic not too far from here."

* * *

"And that's what happen." Noel said, telling Aoiro and Karai everything in a private hot spring.

"...I see," Aoiro noted, "And you left Ragna-onii sama alone?"

"Hai. He...he wanted to be left alone at the time," Noel nodded before blinking a bit, "Wait...onii-sama?"

"Raggy-kun's here, Aoiro. We get to see him again~" Karai grinned in a near insane manner, "I can't wait to see him...and do what sister Nu failed to do~"

"...Yes..." Aoiro said, thinking to the past.

* * *

 _-Flashback-_

" _Onii-sama...why?" Aoiro asked a young Ragna, the silver haired female covered in deep, haevily bleeding wounds._

" _Don't speak to me with that face." he frowned, cutting her arm off._

" _Kyaaa!"_

" _You're weak, pathetic...sorry...I'm sorry…" Ragna whispered, impaling her head with Bloodedge._

 _-Flashback end-_

* * *

"Onii-sama doesn't tolerate the weak," Aoiro whispered, looking over at the sheathed katana leaning against one of the rocks "So I must be strong. N.O.L...the bases that Onii-sama destroyed was him gracefully purging us of the weak...Onii-sama is so generous."

"Yeah. Raggy-kun doesn't take shit from nobody," Karai smirked as she leaned back a bit, her bust showing a bit from the hot spring waters

"...Do you...ano...love Ragna? Noel asked.

"...in a way, yes." Aoiro nodded, "I belong to Onii-sama, heart and soul. My sword is his...he killed me and showed me i was weak and pathetic."

"Then he killed me, then Gamma, Delta...Epsilon, he killed us a lot," Karai added in a calm, serious manner,. "We only got reactivated when Nu died."

"...He killed you?"

"Yeah. It was a long time ago."

* * *

 _-Flashback-_

" _Look, onii-san! I got a stronger body!" Karai giggled insanely, "Alpha-01 was weak, but I got a stronger body for my onii-san!"_

" _Damn it...crazy bitch," Ragna panted, cuts all over his body, "At least your last body was quiet."_

" _Yeah, but can she do this?" Karai smirked as she pounced him ,"Onii-san...after I beat you, I'm gonna fuck you senseless~"_

" _Sorry, I'm a virgin." he said as he managed to cut a leg off._

" _AHHH! Motherfucker!" Karai screamed as she rolled off him, holding the bleeding stump that was once her leg._

" _Sorry...Saya." Ragna whispered as he approached her, Bloodedge in hand._

 _-Flashback end-_

* * *

"Every Time one of us fought him, we died…" Karai whispered as she looked up at the sky, "But...once Nu was killed, me, Aoiro, Delta, Gamma, and Epsilon were reborn...but not as Murakumo…" she then looked over at Noel, one of her eyes slitted, "As your sisters...as dragons."

"Eh? D...dragon?" Noel repeated.

"Dragons of the azure," Aoiro spoke, "We have a mission, Noel...my sister."

"M...mission?"

"Yes…" Aoiro nodded, her eyes slitted and glowing a bit, "To purge this world...no. To purge all worlds of their lies."

"And we, not Hazama, not the Imperator, made this our own decision. But we need to find others first." she said taking Noel, "But we got you. Oh babe we got you."

"...Umm...I…"

"Sleep," Aoiro said, hitting Noel in the neck with her sheathed sword.

Noel let out a small gasp before she fell unconscious in Aoiro's arms.

"...So now what? We take her to Hazama so she can awaken her real form, or no?"

"We will make her do so of her own will...besides, I fucking hate Hazama." Aoiro frowned, allowing her new instincts flare, "His methods are disgusting."

"Agreed,' Karai nodded as she got up, "I'll be back."

"Hmm? Where are you off to?"

"Gonna collect the rest of my bitch. Maybe find Gamma or Delta along the way."

"No."

"No?"

"You watch over Noel, I shall go."

"You can't…"

"You will watch her and you will not fuck her," Aoiro ordered with a frown.

"...Ugh...fine. Killjoy," Karai groaned as she sat back down in the hot springs as Aoiro left in a flash, "But I never said i wouldn't molest her.." Karai smirked going towards Noel before a faint flash of azure lightning brightened the area, "oh, come on!".

* * *

"Hey, I'm back." Ben said as he returned to the clinic, helping the injured Jin walk in, "I couldn't find Noel, but I-"

"Major Kisaragi?!" Makoto gawked

"Nanaya, your tail...damn it. Karai found you then," Jin cursed.

"Nevermind me right now, what happened to you?!"

"...Aoiro."

"...Oh...crap."

"Their after me, Tsubaki and you." Jin stated, grunting a bit before he fell to his knees, holding his bleeding chest, "Damn it. I shouldn't have left my guard down around her for a second."

"Why do they want Tsubaki?"

"They said something about for Noel's sake."

"Noel? What does she have to do with this?"

"I don't know, but whatever it is...it can't be good," Jin panted as he tried to stand back up.

"On the bed. Somebody needs to explain to me who this Aoiro person is. I mean, from what Makoto told me, Karai is really dangerous, and I could see why," Ben spoke up. "No normal human can handle a hit from her."

"...In the war, both Aoiro and Karai went by two names…" Jin began as he managed to get on one of the medical beds, gaining a serious expression, "Black Death, and White Bliss."

"White Bliss?"

"Aoiro killed her enemies quickly and without pain, not a single one probably realize they died or got killed," Jin explained, "Karai...she's like a beast in battle. She tears into her enemies with no remorse. Sometimes she eats them or drink them."

"...drink?"

"As in she drinks their blood," Makoto spoke before shuddering, "It's scary just thinking about it."

"Ahh…" Ben nodded before shuddering as well, "Well not the worst thing."

"What do you mean?"

"...Uh..." Ben began before he decided to change the subject, "Anyway moving on.."

"...Right…At one point, they use to be in separate...and weirdly acted like twins who finished each other's sentences." Jin continued, "Then when Bloodedge showed up, they vanished. And now they're back."

"Yeah, which means we're screwed," Makoto sighed a bit.

"You guys need to rest." Ben said, "I'll look for the others."

"...be careful. They will be trouble, but don't mention Ragna the Bloodedge around Aoiro. She was the first one defeated by him when he started attacking the N.O.L," Jin warned.

"Got it," Ben nodded as he left.

"So...how did Aoiro find you?"

".,.."

* * *

 _-Flashback-_

" _Aoiro..." Jin frowned, seeing the silver haired woman standing before him, "I thought you were in a coma."_

" _I...got better, Major Jin Kisaragi," Aoiro responded,, holding her head, "You are dismissed. Return to the N.O.L. Forget about Ragna-onii sama...he belongs to me."_

" _..No…" Jin growled as he began to unsheathe Yukianesa, "He's mine to kill…"_

" _You're not worthy. Onii-sama purifies us of the weak...You are weak, Jin Kisaragi. Your life is a gift bestowed on you by Onii-sama." Aoiro said as she began to unsheathe her own katana, "Now cherish the life given to you by my beloved onii-sama, and I shall spare your worthless existence."_

" _...I don't think so," Jin frowned as he got into a stance._

" _...Very well," Aoiro frowned, getting into a stance as well, "Have it your way, Jin Kisaragi."_

" _Stupid fool." Aoiro scoffed, dusting off a bit of ice on her shoulder as she walked around the city. "Ragna...onii sama." she purred, thinking about Ragna as she (at least while she was alone) groped herself._

 _-flashback end-_

* * *

"..." Ragna walked by the city, feeling something off, "...Why do I have a feeling some things from my past are coming back to haunt me?" he asked, holding the hand of a girl with pale, almost white-blond hair.

The girl didn't say anything as she stayed close to him.

"C'mon, Saya." he ordered.

"...O...nii-san…" she spoke, "...Jin..where?"

"Probably somewhere in the city," Ragna replied, _'Though I would like it if we just left Kagutsuchi already before Jin finds me and decides to go batshit insane again.'_ "We'll find him later we're leaving now."

"...Iie...Jin...find…"

"...Ugh...fine. Let's look for a place to rest, then find him tomorrow," Ragna sighed in defeat, _'God damn it.'_ "But you don't get a bedtime story for that attitude young lady."

"Mou…"

* * *

The next morning, Ben gave a long yawn as he walked through the city. He had been looking around for Noel almost all night, and he only got a few hours of sleep in. But...with Aoiro and Karai out there, he had to find her fast. But with how big Kagutsuchi was, it was like finding a needle in a haystack...a huge, city sized haystack mind you.

"...Maybe a quick break wouldn't hurt…" the brunette yawned, finding a nearby bench to sit on, "Good...a place to sit."

He walked over to the bench and sat down on it, laying his head back a bit to look up at the cloud covered sky. He had been here a full day, and he already learned a few things...though he couldn't help but frown a bit when the N.O.L came up. The whole 'disobeying them and die' thing is something he didn't like one bit, but the fact they would let someone like Karai into their group is just baffling. He then shook his head real quick, wanting to move onto something else, such as that one Alien he turned into when he and Noel encountered that Bang guy. What kind of alien was it exactly? And how did it get into the Omnitrix?

"Well...Let's check it out." he said, activating the watch and scrolling through the different aliens he had until he stopped on the image of the he last transformed into.

Once he got his choice, the symbol popped up before he pressed down on it, transforming him. But...not the results he was hoping.

"...That is odd. Why did I n-" Ben began before blinking a bit, "...Why do I sound like the girl?...And why am I talking in broken english?"

Ben scratched his head a bit before he noticed his hand was feminine in appearance, and had a bti of an orange color to it. He then looked at a nearby broken mirror before yelping, seeing that he was...well, now a she. Her skin seemed to be almost orange in appearance, and had long, reddish-brown hair that reached down to the middle of her back. She noted that on her arms were a pair of long, silver fingerless gloves with what looked like green gems on the back. Around her neck was a gunmetal black chocker with the omnitrix symbol on it. Lastly...she blushed a bit upon seeing her rather..ahem, curvy and busty figure. well..not as busty and curvy as makoto and Litchi's, but still just about. She wore a dark green and black top that was a stretched a bit by her bust, a dark green skirt with the upper and lower hem black, and thigh high dark green boots with the top and soles a pitch black.

"Oh my...I…" she began before shaking her head, "N-nevermind! Why am I a girl?! I had asked for that weird, bug like alien, not a Tamaranian!...wait. Why do I know what Alien I am?" she then shook her head once more, "N-nevermind. I need to hurry and find friend Noel."

With that, she began to look around once more, almost tripping a bit due to her long legs. This was really a first for him...er her really. I mean, all of his...er her other Aliens were all males. But this...this was the first time Ben turned into a female alien. This was the second time the Omnitrix gave him an alien he didn't even recognized. Was it resetting itself again on him, or did Azmuth recently added new D.N.A to it when he did a check up on it a few weeks ago? He made a quick mental note to ask Azmuth himself the next time he saw him. She was about to think of something else before she ended up bumping into someone.

"Ahh! I am so sorry. I…" she began before tensing a bit, seeing who she had bumped into, _'Uh oh…Karai.'_

"Hey! Why don't ya watch where you're...going...you…" Karai began slowly before noticing who she had bumped into, "...Hey uh...have we met? You...vaguely look familiar."

"...Uh...no. I do not believe we have met," Ben quickly replied.

"...Are you sure?" Karai asked suspiciously as she walked around the tall redhead, "I feel like I've met you before…did we have a drink or something back in Orient Town?"

"Uh...no."

"Oh...damn. I was sure we had met before...then again…" Karai paused before leaning in close to her ear, "I would've remembered someone as tall and curvy as you~"

Ben gave a slight shiver at the tone Karai used, his...er, her instincts telling her to get the hell out of there. _"I know distraction."_ Ben thought and his body acted by kissing Karai on the lips.

"?!" Karai's widened a bit by surprise before she jumped back from him, "...okay, what the hell? I appreciate a kiss as much as the next gal, but you could've gone out with me to have a drink or something!"

"You stuck me as a how you say, straight forward no bullshit gal?"

"Oh ho~Someone's got a bit of a mouth on her," Karai noted before smirking a bit, "I like that...kinda reminds me of Makoto, and let me tell ya, that squirrel girl has one hell of a body." she purred, taking out her tail.

"...hey. If you still want that drink, I shall accompany you. But would you mind giving me that tail to...warm me up?" the redhead asked.

"...You pay half the bill for the sake, and it's all yours."

"Oh...well, I guess you don't want what's under these clothes...then..." Ben said as she began to walk away.

"Ugh, fine! here!" Karai snapped as she tossed her the tail, "Man you're a tease. Now...about that drink?"

"...Screw you bitch!" Ben laughed before flying, "Trick ya!"

"...Fucking bitch!" Karai growled, "She screwed me over! Oh, hell no!" she snarled as she gave chase on the ground, "Get back here, you lying bitch!"

" _Oh, thank god! I was this close to screwing her...stupid female horniness!"_ Ben mentally exclaimed, not caring that he...er she was flying at the moment, _"Ugh...let's just hope I can get this back to Makoto a-woah!'_ he yelped when a sphere of black and crimson red flames nearly hit her, _'What was that?!'_

"DON'T PLAY WITH MY EMOTIONS!"

* * *

"Think Ben will be ok?" Makoto asked.

"Should be as long as he didn't break the rule," Jin responded.

"What rule?"

"There one thing I learn back at a party. A playboy messed with Karai's emotions and then stood her up after promising her something…" Jin explained, "Next thing I knew, that man that stood her up 'disappeared'."

"And by disappeared, you mean she killed him."

"Correct. but he was a man. She hates men, and only use them for pleasure. When a girl did it, Karai killed her and spent 3 weeks crying."

"..."

"Let us hope Ben is smart enough to not do something so foolish."

* * *

"Gonna break my heart?! Gonna play me! Play me!?" Karai growled, holding a black dragon themed hand cannon as she fired spheres of dark and crimson fire at the redhead flying in the air, "You lying bimbo! I'm gonna break you!"

' _Crap crap crap crap crap crap crap!"_ "Oh piss off, you dyke!" Ben snapped firing a energy blast into the cannon making it explode. "You're not even my type!" ' _Why the hell am I even saying these things?!'_

"Oh ho! You're ass is grass now, slut!" Karai growled before she began to run up the side of a building.

"Hi," Ben waved, flying behind her, making Karai blink before the redhead grabbed her and flew into the stratosphere, "Ever been piledrive at this height?"

"...No…" Karai paled as the redhead turned her upside down.

"Yes…"

"No no no…"

"Yes yes yes."

"Nonononononon-" Karai began in her panicked state.

" **Starfire piledrive!** " the redhead declared as she shot downwards at high speed, holding Karai down.

"Nonononononononnono-!" Karai screamed before the redhead let her go, "fuck!"

"And how about a little **Firestorm**!" Ben shouted, firing multiple green energy spheres from her hands at Karai as she fell.

"Oh come o-" Karai began before she slammed into the ground, followed by the blast hitting her before an explosion followed.

"And that's how you handle a slut." Ben smirked a bit, flying down to a burn Karai and stomping on her head, "Now who's your queen?"

"..Fuck...you...bitch...bleaug," Karai gaged as she lost conciousness.

"...That...was easier than I thought," Ben noted as he...er, she calmed down. She then gave a slight smirk, an idea popping into her head "...heheheheh."

* * *

-later-

"Bwahahahahahhaha!"

"Huh? where am i?" Karai muttered, the sound of people's laughter waking her up from..

"Ahahaha!"

"What's so funny?!" Karai demanded, not seeing the kanji written on her labeling her as 'stupid N.O.L bitch, or hit me and I feel pleasure. or random stuff like 'lol', or dragon beastkin gone rabid, "Seriously, tell me right now or heads will r-ow! My back!"

* * *

"Hmm...I feel as if I forgotten something while punishing the mean dragon...oh shoot the tail!" Ben gasped upon realization, "Oh well. I am sure my lovely squirrel will be happy with…" she then gave a slight blush upon what she just said ,"Wait...did I just call friend Makoto my lovely squirrel?" she blushed, "Oh my. This Ben is very honest with herself then the normal Ben….I think I should change back now," she gulped as she pressed the symbol, only to get an error sound, "Oh this is not good."

* * *

"You should be ashamed." Aoiro sighed, finding Karai scrubbing the kanji off her body.

"Shut up, Aoiro!" Karai snapped.

"I will be keeping this." Aoiro smirked a bit, putting on Makoto's tail scarf, "But that was amusing actually. You kissing a boy turned into a girl."

"I...wait. The hell are you talking about?"

"Remember the info 'he' gave us?"

"Yeah, about that Ben guy turn...ing..into...OH SON OF A BITCH!" Karai snarled, "I kissed that bitch boy?!"

"You did."

"...I'm killing him next time…"

"No you won't. You will look after Noel and..." Aoiro began before she noticed Karai tense a bit, "..."

"Uh...about that…."

"...You lost her, didn't you?"

"...Would you be mad if I said yes?"

"Prepare for punishment," Aoiro frowned dangerously.

* * *

"...Mmm..." Makoto moaned in her sleep, hugging a pillow.

"Oh your embrace is most enjoyable, friend."

"Thank you...I-" Makoto began before her eyes shot open, noticing the pillow she was hugging...wasn't a pillow at all, "..."

"Hello, friend Makoto," the redhaired, orange skinned girl she was hugging smiled.

"...Ahhh!" Makoto yelped a bit as she shot out of the bed, "Who are you, and how do you know my name?!"

"You are very beautiful," the redhead smiled before pulling Makoto into a deep passionate kiss.

"?!"

"Sorry, but this one loves to kiss. It is very fun!~" the redhead giggled as she separated the kiss.

"...Seriously, how do you know my name?!"

"I how do you say...beat the shit out of Karai."

"...Hold on…" Makoto began, sniffing the red head a bit before gawking as she looked at her, "Ben?!"

"Correct~! Or...I guess in this form...Benfire. I am still working on the name though...But now…" Benfire smiled, taking Makoto hands with strength that shocked the Beastkin, "More kissing."

"...No," Makoto frowned as she managed to take her hands back, "Explain why you're a girl now."

"Not until I kiss to my quota. I wish to kiss you."

"Why didn't miss Litchi or her assistant warn me?"

"I flew in through the window, and they weren't here."

"...And Jin didn't notice you h-"

"The one called Jin was leaving by the time I arrived."

"We need to…"

"I answered 2 questions. That equals twenty of the kisses."

"Huh? Why?"

"Cause Benfire loves kissing. And you...30 kisses now please," Benfire said as she began to walk over to Makoto.

"Wait sto-" Makoto began before the redhead tackled her, "Ahh!"

"No," Benfire giggled, "Not until I g-"

'"Damn it! Stop!" Makoto snapped as she pushed Benfire off her, unintentionally pressing the Omnitrix symbol.

Benfire yelped as she tumbled back into a pile of medical supplies, a green flash being seen within the resulting dust cloud. Once the dust cleared, it revealed a blushing and heavily embarrassed Ben.

"...Oops," Makoto sweatdropped a little as she got up and walked over to him, "Hey uh...sorry about that. Are you alright?"

"Y...yeah," Ben managed to get out as Makoto helped him up, _'Though I don't think I'm gonna be using that form anytime soon.'_

"Good. Now…" Makoto began, gaining a serious expression as she sat him down on the bed, "Start talking. How did you turn into that Benfire girl?"

"...Well…" Ben began, not sure of what to say really, "...Ugh...fine. I'll tell you, but…" he paused, gaining a serious expression of his own, "I want you to promise me you won't tell anyone else about this. Ok?"

"...Ok," Makoto slowly nodded.

"Good," Ben nodded as he began explaining everything to the Beastkin.

* * *

 _SZ:...well….that happened. Ben turned Starfire...or I guess in this case, Benfire._

 _Deadpool: Got the idea from some fanarts and fanfics about Ben becoming that Benfire now we just need Benraven!_

 _SZ:...I'm afraid to ask why._

 _Deadpool: Tentacles._

 _SZ:...One more comment like that, and you get the boot._

 _Deadpool: See you next time krillers!"_

 _SZ: That's Krillin's line you idiot!...ahem, but yes, Ben into...well, Benfire, beat the crap out of Karai in no time flat, and...well, it seems she has a bit of an obsession with Makoto._

 _?: she has Starfire personality with Ben's emotions and male hormones._

 _SZ: Ahh...th-wait. Who said that?*a black bag is put over his head as he dragged off*Oi! What's going on here?!_

 _?: knock him out._

 _SZ: Say wh-*gets hit in the head*buttermilk biscuits…_

 _?: next time krillers...next time*the screen fades to black*_


	6. Rebel 5

_SZ: Ow...my head...hey minna. I...just want to state a couple of things. I'm aware that you didn't like the whole Benfire thing last chapter. Worry not. That form will RARELY pop up in this story I assure you. Next...well, A few days ago, I had received an anon review that I was unoriginal….*sighs*I was close to quitting Fanfiction all together because of that. Again, I joined fanfiction to make stories, not to receive things like that….whenever I get reviews like that, I get put into a state of depression. Luckily, my friends Pikatwig and KKD Silver got me out of my depression, and I deleted that 'review'_

 _?: Benfire was a once in awhile thing, Benfire was because of a goof up when female Tamaranian D.N.A got into the Omnitrix, so all you dumbasses who ever bother to watch Ben 10 should remember all the aliens Ben got his D.N.A from were originally male no female alien ever touched the Omnitrix to give Ben a new alien, so we do not know if the Omnitrix cares for Gender._

 _SZ:...That...actually sounds more plausible. i mean, I had stated that it was a slight malfunction in the Omnitrix, but...that sounds more reasonable than what I said….wait. Who said that?_

 _?: Besides you assholes who complain, would you rather we have Superman be an alien Ben uses? Fuck no, also for all you asses being jerks listen up, Karai oneshot human Ben. No human, especially one who can't use seither can restand a hit from a Murakumo, Ben is not from Blazblue he has no way of using Seither or anything he can only fight on par with Blazblue characters using his aliens, Karai one shot him before he even realized it, making him too disoriented to help Makoto. 2nd Makoto lost her tail because Karai cut it clean off, she will get her tail back but she's not gonna reattach it or grow it back she's a squirrel they don't grow tails back, but since you all complain she'll get it back so don't worry, you come here be reviewers and watch what you say Sean takes stuff as flames if they sound too harsh._

 _SZ: Specifically ones that say I'm 'unoriginal'...much like the one I stated before.*gets slap*Ow!_

 _?: Yeah so it takes me a lot of freaking work to motivate this guy i've done it so many times i should be his therapist and trust me he needs it! so shut the fuck up, sit down and read this story, i'm gonna go get a beer*footsteps are heard followed by a door slam*_

 _SZ:...Uh...enjoy the story. But first...disclaimers. I don't own own anything in this story, nor do I own the Ben 10 series, or the Blazblue series. Those belong to both Man of Action, and Aksys games respectively. I do though own Karai, Aoiro, and a few OC aliens that'll appear in this story. Benfire belong to...to uh…_

 _?: the fans because Benfire is basically Starfire or Ben in a Tamaranian form it is not OC if you say it is then that the same thing as Superman-Ben or SuperBen being an OC this is fanfic don't take shit too seriously, Starfire and her alien race belongs to DC Comics the same people who made a couple of Ben 10 comics. All you guys need to do is enjoy we do not make money off this is not a commission where we ask for money, we just wish to test and grow skills as writers your positive and fair reviews help us, please support the official releases of Blazblue, Ben 10 and DC Comics, except for Teen Titans Go. That show needs to die._

 _SZ: agreed, especially since w...no no. I will not say it.*gets knocked out*Night night..._

 _?: Begin._

* * *

"Grr...that fucking hurt like hell," Karai muttered, rubbing her sore butt as she and Aoiro walked down a pretty tall, pure white hallway with stone pillars.

"You shouldn't have lost her, Karai," Aoiro stated, frowning a bit, "It was your mission to keep an eye on her until I returned."

"Hey! Not my fault you left," Karai argued, "You know how bored I get when I have nothing to do!"

"That maybe, but it was your responsibility to look after her," Aoiro countered, "Besides, sh-"

"Oh ho? Having a sisterly spat again, are we?" a voice asked, catching the two's attention as a figure walked out from behind one of the pillars, a rather cool and laid-back air around him.

Said figure was a man with vivid green hair, said hair being barely visible under the black fedora he wore. His body sported a white button up shirt under a black button vest and a grey jacket, grey formal pants, and black dress shoes. It was hard to tell what color his eyes were due to them being closed in a 'smile' formation.

"...Crap, it's the prick," Karai frowned.

"Now now, Karai. Is that anyway to talk to your fellow comrade?" the man asked coyley.

"Fuck off, you snake bastard," Karai growled.

"Ooh...temper temper," the man chuckled a bit.

"...What is it you want, Captain Hazama?" Aoiro asked.

"Oh nothing much. I just couldn't help but overhear your little conversation," Hazama replied, "And this person you lost...it wouldn't happen to be Noel Vermillion, would it?"

Aoiro tensed a little at that while Karai just gave him a glare.

"I'll take that as a yes," Hazama chuckled a little, "Rather sloppy on your part, you two. I figured you wouldn't let her out of your sight, especially you Karai."

"Grr…." Karai growled in annoyance at that.

"But regardless, you two have already done your part," Hazama stated, confusing the two a bit.

"What're you…" Aoiro paused before she pieced it together, "...You knew this would happen didn't you?"

"A bit, yes," Hazama admitted, "Actually, I didn't think you two would be brought back in this Continuum, but whatever. You two just sit back and relax until you're needed."

"Huh? Needed for what?" Karai raised a brow.

"Why, for the awakening…" Hazama replied as he began to walk away, "The Awakening of Mu-12…"

The two didn't say anything as they watched Hazama leave, the man slowly disappearing back into the shadows. Once he was gone, Karai let out a loud, frustrated growl.

"I fucking hate that prick!" the ravenette snarled, "Just because he's an Observer, he thinks he knows every goddamn thing that's gonna happen!"

"It angers me too, Karai, but we must remain calm," Aoiro instructed, "Once Noel awakens to her true self, the next phase of our mission will begin."

"I know that! But why do we have to keep following that snake bastard's orders?!" Karai asked.

"To not raise suspicion. Remember, 'he' was partially responsible for reactivating us once sister Nu was destroyed," Aoiro reminded her, "And once Mu has arrived, we will resume our search for Gamma, Delta, and Epsilon."

"...Fine…" Karai sighed in defeat before she began to walk off, "I'm heading to my room. Don't bother getting me unless it's important."

Aoiro just gave a slight nod in response, the silver haired woman now deep in thought as she recalled what Hazama said. in truth, she wasn't supposed to be brought back in this timeline, along with Karai and a few others. But then...that man appeared and reawakened her and the others, giving them the D.N.A of powerful, ancient dragons. She then recalled each of her 'sister's...Epsilon was loyal, and had bit of an honor code to her. Delta...had a bit of a King(or queen in her case) complex, and used her strength to power through her enemies. Gamma...she was far different. She was a master of deception. At first, she looks like a shy girl, but in truth...she was a dangerous enemy for anyone. She's never seen Gamma in action, but she heard rumors that she destroyed an entire city with just one blast. It was best she find Gamma fast, lest someone gets their hands on her and uses her as a weapon for the N.O.L.

* * *

"Achoo!" Ragna sneezed, "Ugh...damn it. Don't tell me I'm coming down with a cold...ugh, whatever. Come on, Saya. We n-" he began before he noticed the pale blond haired girl missing, "...oh son of a bitch!"

* * *

"So...let me get this straight," Makoto began after hearing Ben's explanation, "That strange watch you got there is called the Omnitrix, and it lets you turn into aliens?"

"Yes."

"Uh huh...and that Benfire girl from before...was one of those aliens?"

"A recent one, yes...maybe it was a glitch or something," Ben shrugged, "But yeah."

"...That..."

' _Yeah, I didn't think she'd beli-'_

"Is so awesome!" Makoto beamed with stars in her eyes, "I knew Aliens had to exist or something, but Tsubaki always told me they weren't real!"

"...Uh...yeah. They're real," Ben quickly nodded, surprised that she believed all that.

"Oh man, wait until I tell Tsubaki about a-" Makoto began before Ben cleared his throat, "What?...oh...right. Secret."

"Yes. And I don't want anyone else finding out about it," Ben stated, "Especially the N.O.L"

"...Good point," Makoto nodded, knowing two certain individuals from their that would love to get their hands on it, "Alright. I'll keep it hush hush."

"Thanks," Ben nodded.

"...So...you really did beat Karai?" Makoto asked.

"Yeah. I d-" Ben began before Makoto was instantly before him.

"Did you get my tail?!" Makoto asked hopefully.

"..Uh…" Ben began, blushing a bit due to Makoto's...ahem, sizable breast pressed against him, "No...Benfire just...forgot about it."

"Oh….I see," Makoto sighed, her ears drooping a bit as she backed up from him, "...Well. At least I know Karai got an ass kicking...not the one she deserves, but still."

"Yeah…" Ben nodded as he looked down at the floor, "...I'm sorry."

"Huh?"

"I should've got your tail back, but...ugh. I couldn't control Benfire," Ben sighed, "If I could, I…"

"Hey...it's fine," Makoto spoke up, making him look up at her, "Listen...even though I don't have my tail anymore, I can still get around just fine. Sure it'll take a while for me to readjust my balance when I'm climbing or something, but hey. I can manage."

"...Alright. Just...be careful out there. From what Jin said, Karai and Aoiro are still after you, him, and your friend, Tsubaki."

"Hai, "Makoto nodded, "...Anyways. I gotta go. I...have to meet up with someone," She stated as she grabbed her cloak, about to walk out the door before stopping, "...Hey Ben?"

"Yeah?"

"...Take care of yourself," was all Makoto said as she ran out the door, a small blush on her face as she ran.

Ben didn't say anything as he watched the Beastkin run off, a look of slight worry on his face. He knew he promised Makoto he'd look for Noel, but with Karai still out there, who knows what could happen? Plus...he still felt guilty for letting Karai cut off Makoto's tail like that. If he hadn't been blindsided by Karai so easily, then he could've helped Makoto out. He didn't know how...but he promised himself that he'd get Makoto's tail back, not just to help the Beastkin out, but...to see that smile of hers again. He didn't know why, but whenever he saw Makoto's smile...he felt as if every worry he had built up disappeared.

"...Wait. Why am I thinking about her smile?" Ben asked himself, a blush forming on his face. His blush increased a bit more when he recalled what Benfire said about Makoto, calling the Beastkin her 'Lovely Squirrel'. "...Am I...falling for her? No no...that's impossible. I've only known her for like a whole day and stuff. Well...two if you count meeting her when she came to talk to Noel."

"Never question the heart, Benjamin," a familiar voice spoke up, causing Ben to look around to see Professor Paradox standing there, reading what appeared to be a medical book, "It's a rather tricky thing, really."

"Professor Paradox?" Ben blinked a few times, making sure he wasn't seeing things, "What're you doing here?"

"Just here to see how you're holding up here," Paradox explained as he closed the book, putting it down on a nearby desk before he began to walk over, "But more importantly, to tell you some things."

"Oh...alright," Ben nodded, "But...what is it you need to tell me?"

"...You seen one of them, right? Aoiro and Karai?" Paradox asked seriously, earning a small nod from Ben, "They're not supposed to exist in this Continuum."

"Huh?" Ben blinked, "But neither am I."

"Yes...so I may have goofed up putting you in here."

"How bad could this get?" Ben asked, knowing what happens with time travel and unexplained situations.

"At this rate, things may end with the timestream breaking."

"...I'm not following you."

"Listen very carefully then. I am not sure how, but someone had slipped into this world after the Last Continuum shift, and altered a few things...mainly the awakening of 5, high dangerous Murakumo units."

"Oh...I s-" Ben began before blinking a bit, "Wait...Murakumo?"

"High dangerous machines," Paradox explained, "One alone could destroy an entire country if left unchecked."

"..." Ben gave a slight gulp at that upon hearing that, but he quickly shook it off when he started to realize something, "Wait. So you're saying Karai and Aoiro...are two of these Murakumo units? And there are three more just like them?"

"Yes and no," Paradox replied, making Ben blink a bit in confusion, "There are three other ones, but those three are supposed to be the only ones that exist, one of which you already know."

"Wait what? but...that's impossible. I didn't even know what a Murakumo was until now," Ben stated, "...nevermind. Who is it?"

"You'll find out soon enough," Paradox replied, "Now then, as for the other thing, I want you to head to the Hanging Gardens. There's someone there I want you to meet, and hopefully convince before _it_ happens."

"'It'?"

"A clash between friends…" was all Paradox said before he disappeared.

Ben just blinked a bit at that, not sure what he meant by that. But if it was serious, he had to hurry back over to the Hanging Gardens...which was all the back on the other side of Kagutsuchi.

"...Damn it. how am I gonna get over there? I mean, it's not li…" Ben began before looking at his Omnitrix, "...oh god I'm stupid at times." He then activated the Omnitrix and began looking through the various icons before stopping on the one he wanted, "...Let's hope this thing doesn't turn me into Benfire again."

With that, he pressed down on the symbol, causing the room to brighten in a flash of green light before it died down.

* * *

At the same time, a rather familiar ninja was walking up to the clinic, said ninja seemingly distracted by something as he didn't notice the flash of green light.

"Alright...today's the day. No need to be nervous, Bang. You see her everyday…" Bang said to himself, holding a bouquet of flowers in one hand, "Just knock on the door, hold the flowers before her, and say' Miss Litchi, I love you!'...Yes. That should work." He smiled a bit as he stopped in front of the door. He then cleared his throat a bit before knocking on the door, "Miss Litchi! It is I, Bang Shishigami! And I am here to tell you something important, something I've been meaning to tell you for quite some time! Miss Litchi, I Lo-!"

Suddenly, the door bursted open and a black and blue blur zipped by, leaving a very confused(and blown back) Bang standing there, holding what used to be the bouquet of flowers.

"...What….just happened?" Bang blinked.

* * *

The blur zipped right through the city, making sure not to hit anyone or anything as it zipped through various alleyways and people were confused by the sudden burst of wind blowing through the city. Was it one of those ninja again, or did one of the Kaka Clan members have the crazies again? They just shrugged it off before resuming their day.

The blur continued to zip through the city until it reached the Hanging Gardens, the blur zipping behind a tree as a green flash brightened the area for a few seconds.

"Phew...man. It's been awhile since I've turned into XLR8," Ben panted a bit as he walked fm behind the tree, wiping a bit of sweat from his forehead, "Alright. Paradox said there's someone i have to meet here. Who though...he didn't tell me…"

Ben let out a sigh of annoyance as he rubbed the bridge of his nose. He hated how Paradox would sometimes leave some key details out when explaining certain things. He asked him why he did this kind of thing before, and his response was 'well...that would be telling, wouldn't it?' He just shook his head a bit, wanting to move things on as he began looking around the area for this mystery person. Plus, he might as well check out some of the statues here while he was at it. As he searched around the area, he couldn't help but admire how peaceful it looked now that he got a better look at it. He then looked over at some of the statues towering over the area. While they looked damaged and a bti broken, he could tell someone took a lot of time and effort into making them.

"I wonder if Makoto or Noel knows anything about this place?" he asked himself, "I'll probably ask them the next time I…"

He stopped right there when he recalled that he wasn't technically part of this world, knowing that once he was done with his mission, he would have to return to his own world. He knew that was true, but after learning about this place, and what was going on here...he couldn't leave, not with people like Terumi and the N.O.L around...though he did meet a few Good people that worked in the latter. Noel was a slightly shy, yet sweet girl, Jin was...well Ben didn't know how to feel for the guy since he seemed a bit moody, but he was alright. Makoto was a pretty friendly squirrel girl that cared deeply for her friends, which was something Ben found admirable. Though he couldn't help but frown a bit when he recalled that most people in this world are racist towards Beastkin. It seems no matter what world he was in, there was always racism towards other races...or in this case, species.

Ben shook his head a bit, wanting to move on from that subject before recalled one last thing...the promise he made to Makoto. He wanted to get her tail from that psycho Karai, but there was no way he could put it back on Makoto...except Alien X. Ben could use that form, but it requires him and the two beings in Alien X, Selena and Bellicus, to agree...and knowing Bellicus, he would deny it and brush it off as something stupid and irrelevant. He didn't know how he'll do it, but he swore he'll get Makoto's tail back for her...just to see her smile one last time before he leaves this world.

"Wait...why am I thinking of her smile again?" Ben asked himself, blushing a little before he shook it off, "I'll worry about it later. Right now I need to focus on the task at hand."

* * *

Meanwhile, in another part of Kagutsuchi, a certain Squirrel Beastkin was hiding out in an alleyway near the center of the city. With Karai and Aoiro on the lookout for her, it was best she stayed hidden for a while, though she couldn't help but feel worried about Noel and Tsubaki, especially the former since the N.O.L was after her.

"Noel….please be safe," Makoto whispered before she heard a faint ringing sound, "...Oh crap." she then reached into one of her coat pockets and pulled out a small, earpiece like device before pressing it against her ear, "Nanaya here."

-Ugh, finally. Where the hell were you?- a voice on the other end asked, a bit of an annoyed tone in her voice -I haven't heard a damn thing from you since yesterday-

"I know I know, and I apologize. It's just...things became complicated after I gave Tager that thing you needed," Makoto explained, "and there's something I-"

-Spare me the details. I need you to investig...-

"...Look. I lost my tail to Karai a-"

-Wow...sucks to be you. But seriously, I…-

"I found out she's a Murakumo."

-...come again?-

"While I was fighting her, she outright admitted to me she was a Murakumo unit. Which one...I don't know," Makoto stated.

-...Hold that thought…- Kokonoe's voice replied before going silent for a few moments -...what did you say her name was?-

"Karai. Why?"

-...Are you pulling my leg right now, Nanaya? I looked up the data, and it says she's dead!- Kokonoe snapped.

"Nani?!" Makoto gawked at that, "But that's impossible! I ran into her yesterday! Plus, she and Aoiro are after me, Noel, a-"

-Hold up. Did you say they were after Noel?- Kokonoe asked.

"Yes I did! Did you not hear me say that before?!"

-I did. But...why would….no...no it can't be…-

"What? What's wrong?" Makoto asked.

-Makoto, I need to find Noel and fast. If my hunch is right, then you need to get to her fast before the N.O.L gets their hands on her- Kokonoe ordered.

"...Right. Nanaya out," Makoto stated as she turned the communicator off. She then quickly pocketed it before bolting out of the alleyway and ran as fast as she could, _'Ben, I hope to god you've found Noel.'_

* * *

"Achoo!" Ben sneezed before blinking a bit, "That was weird. Am I coming down with a cold or something?"

He just shook it off for a moment as he resumed his search. He had been walking around the Hanging Gardens for almost an half hour now, and hasn't come across anyone or anything yet. While he did enjoy looking at the scenery, he found no trace of the person he had to meet.

"...Did I miss them or something?" Ben pondered, scratching the back of his head as he stopped and rested against a nearby tree, "...Maybe after I take a quick rest, I'll give another look around."

He let out a deep exhale as he plopped his butt on the ground, the brunette wiping some sweat off his forehead. While there was a bit of a cool breeze out, the heat from the sun above was starting to get to him a bit.

"...Man, you'd think they'd have someone selling drinks here or something," Ben muttered to himself, "...Then again, I doubt anyone would want to mess with a calm place such as this."

Just as he was about to get up, the sounds of footsteps filled the air, causing her to tense a bit as he stood up and leaned against the tree. He leaned over the side a bit to see who had just came into the area, the brunette ready to use the Omnitrix if it was Karai or Aoiro. Once he got a good view from behind the tree, he spotted someone resting, wiping a bit of sweat from their face

The person in question was a girl perhaps a year or two older than Ben with long scarlet that reached down to her upper back. She wore what appeared to be a fighting outfit made of white robes and had a bit of a Japanese militaristic look to them. She had a hat on her head in the same soft cream colors with what appeared to be a half-opened azure eye on it with little angel wings. Ben noted that she seemed to be searching for something, but what?

' _...Wait. Is she the person Paradox wanted me to meet?'_ Ben thought, _'...I better keep a close eye on her to see what she's up too.'_

"If he was telling the truth, then Noel should be around here somewhere," The crimson haired girl panted to herself as she looked around. She then stopped for a moment to rest, the crimson haired girl now in deep thought, _'Were you really here, Noel? I've heard so many thing about what you've been doing...did you meet Jin here? Or...are you with Ragna the Bloodedge?'_

' _She knows Noel?...Hold on…'_ Ben thought as he recalled some things Makoto and Noel told him, _'Noel and Makoto mentioned they had another friend named Tsubaki? Is she the person they were talking about?'_

"...Like I thought...she's long gone, if she was even here in the first place...I guess there's nothing I can do," the girl sighed to herself, "Well...maybe I can pick up her trail somewhere else."

She was about to take her leave before she noticed something...off about one of the nearby trees. She then tensed a bit when she saw a figure faintly move from behind one of the trees.

"...Who's there?!" she demanded with a slight frown before she pulled out a book like shield and a dagger like sword in the shape of a pen quill, "Show yourself right now! As a member of the N.O.L's Wings of Justice, it is my duty to deliver justice to those who would bring harm to the innocent! I suggest you come out now, or I'll be forced to drag you out and arrest you for stalking an N.O.L officer."

Ben tensed from his hiding spot from the tone she was using. It didn't help he was being threatened with arrest for spying.

' _...I better do what she says,'_ he thought as he began to walk out from behind the tree, his arms up in the air, "It's okay. I was just passing by is all."

"...Then why were you hiding behind that tree?"

' _Because I was trying to learn about you a bit...yeah. Saying something like that while she's like this would get me in trouble,'_ Ben thought, "I just heard someone coming into the area, and thought it was one of those bounty hunters looking for Ragna the Bloodedge or something."

"...I see," the girl noted as she lowered her blade, "Fair enough I guess. Just don't go hiding like that again, alright?"

"Got it," Ben nodded, giving off a mental sigh of relief, _'I can't believe that worked…'_ "...Mind if I ask you something?"

"...You may."

"I couldn't help but notice that you seem to be searching for something. Or rather...some _one_ ," Ben stated, causing her to frown a little, "Hold on hold on. I was just curious because...well, it looked like you were in a hurry to find this person."

"Oh...I am but…" the girl began as she turned around, "I'm afraid that's classified."

"Oh...I see," Ben noted, "Well...reason I asked is...well, maybe I could help you look for them or something."

"...I appreciate the offer, but I'm afraid this is personal matters involving the N.O.L," The girl informed him, "It wouldn't feel right to bring a civilian into all this."

"Oh...Can I at least get your name then?" Ben asked, just to make sure if this really was Noel and Makoto's friend.

"That I can answer," the girl nodded, "Atashi wa Yayoi Tsubaki, a member of the N.O.L's Wings of Justice."

' _Yup. It's her alright,'_ Ben thought with a nod, "I'm Ben Tennyson. I'm...sorta new to the area."

"Soka...a pleasure to meet you then, Ben-san," Tsubaki bowed a bit.

"Yeah," Ben nodded, "Um...another question. You couldn't happen to know a Noel Vermillion and Makoto Nanaya, would you?"

"I do, yes. Wait…" Tsubaki began as she gave Ben a look of suspicion, "How do you knwo their names?"

"I've met them. They're pretty nice girls once I got to know them," Ben replied, "Plus..well, they mentioned someone named Tsubaki, and I wanted to make sure if you were her or not."

"Ahh...Soka," Tsubaki noted, "...You wouldn't happen to know where they are, do you?"

"Nope. Wish I did."

"Oh...are they okay at least?"

"Noel was last I saw her. Makoto...Well…" Ben began nervously.

"What? Did something happen to her?" Tsubaki asked, worry now evident in her tone.

"...Yes. You see, someone named Karai kinda...cut her tail off."

"What?!" Tsubaki gasped, "Wait...did you say 'Karai', as in Black Death Karai?"

"Yes," Ben nodded before his eyes widened a bit, "Oh wait. That reminds me...I need to find Noel and fast. Karai and her sister Aoiro are after her, along with you, Makoto, and Jin."

Tsubaki's eyes widened at that before she shook it off, "No...that's impossible. Why would the N.O.L send those two after me and Makoto?"

"I don't know, but I need to find Noel before they do," Ben stated, "What's the nearest area from here?"

"..."

"Tsubaki?"

"Oh...sorry. The nearest area from here is a shipping port," Tsubaki replied, "Why ask?"

"I'm gonna check and see if Noel's there," Ben replied, "Once I find her, I'll bring her back here so we can think of a plan."

"...I...don't think it's a good idea, Ben," Tsubaki replied with a small sigh.

"Huh? Why?" Ben asked, making her tense a bit.

"...No reason. Just...when you find Noel, take her someplace safe," Tsubaki replied.

Ben gave a small nod in response as he turned and ran out of the area, leaving Tsubaki all on her own.

Once he was out of sight, Tsubaki let out a sigh as she looked down, a look of guilt on her face. The reason she didn't want Ben to bring Noel to her is because she had ordered to find Noel Vermillion and Jin Kisaragi, and terminate them if possible. All her life, she believed the N.O.L to be a force of good and justice, but with this recent news...was the N.O.L truly good? She knew how dangerous both Aoiro and Karai were on their own, but for the N.O.L to order them to go after not just her, but her friends and Jin? This just seems way too suspicious.

"...What in the world is happening with the N.O.L?" the crimson redhead muttered to herself.

"My my my. If it isn't First Lieutenant Tsubaki," a voice spoke up, making Tsubaki tense as she turned to see someone standing against a stone pillar, "Fancy meeting you here."

"Captain Hazama!" Tsubaki gasped in surprise, "What're you doing here?!"

"Aw, c'mon now...I have work to do too, ya know," Hazama replied.

"That's not what I meant."

"You're right, you're right. i'm just kidding," Hazama chuckled a bit as he began walking towards her, "I'm just here for a bit while I take care of...ah, a few things."

"...Soka…" Tsubaki noted.

"Hai...but enough about me! How's your mission coming along?" Hazama asked.

"Ah….that's…" Tsubaki began, the redhead at a lost for words at the moment, "Ano...unfortunately, information about their whereabouts have been hard to come by, and I haven't found either of them yet...I'm very sorry."

"..Oh my…" Hazama began with a slight frown, "You don't really expect me to believe that, do you?"

"Huh? I-it's the truth! I just wasn't trying hard enough," Tsubaki replied with a bow, "I'll do better. I promise."

"Eheheh….alright alright. Go ahead and take your time," Hazama chuckled a bit, "Just as long as they're both dead by the end of the day."

Hazama's smile made Tsubaki's stomach flip, followed by her face turning pale.

' _How...how can he say something like that so casually, when I can barely even think about it without...without…'_ she thought before shaking her head, _'I...I know this is the right thing to do...it's supposed to be the right thing to do...but…'_ "Captain...I have a question to ask."

"Oh?"

"I've been informed that the N.O.L ordered both Karai and Aoiro to go after Noel and Jin, along with Makoto Nanaya and myself. Is that true, or not?"

"Oh that. Oh that was just a bit of a mix up. Aoiro and Karai are on stand by just in case you fail your mission," Hazama replied, the smile still on his face, "But don't worry. You're doing the right thing…" he paused as he opened his eyes a bit, revealing them to be snake like, "Trust me."

For a single moment, Tsubaki's heart stopped beating. It was as if something had seen straight into her mind and plucked out her thoughts. Suddenly, the air felt heavy, like it was pressing down on her body from every direction. Moving was like swimming through lead.

' _I….I'm afraid of him….why? Why do I feel so...terrified?'_ Tsubaki mentally asked herself, her breathing starting to become a bit rigged.

"Are you feeling alright, First Lieutenant?" Hazama asked as he leaned in close a bit, "You look kind of pale."

"I….I…." Tsubaki began nervously before quickly shaking her head, "I-I'm fine. There's nothing wrong with me."

"Good….good. Glad to hear it," Hazama smiled a bit as he began to turn around, oh! There was, ah, one other thing I wanted to talk to you about..."

"Yes? What is it?"

"Yes...well, it's about…" Hazama paused as he tapped his chin a bit, "How do I put it...well…" he paused once more as he turned around to face her, his eyes opened once more as they glowed underneath his fedora, "I guess you could say it's about a tragedy."

* * *

Ben panted as he ran down the empty streets, looking for the port Tsubaki mentioned. He felt like he had been searching for quite a while now due to how dark it seemed to be getting. He figured it was close to night or something before he looked up, seeing some storm clouds blocking out the sun. And judging from how big and dark those clouds were, it looked like it was gonna rain pretty hard.

"...I better hurry up and find Noel before it starts to rain," Ben said to himself as he picked up the pace.

* * *

Further up ahead at the port, a familiar blonde was wondering around the empty area, deep in thought about something...mainly about what Aoiro and Karai told her before she wandered off. Some of the things they said...it didn't make sense to her, especially the part about them being her sisters. But what got to her was what they said about Ragna. Why did they call him their brother? Why did he kill them? These were but a few of the many questions that floated in her head. Before she could ponder this any further, a faint thunderclap snapped her out of her train of thought, causing the blonde to look up to see some storm clouds as rain drops began to pour down.

"..it's starting to rain. I better get inside somewhere," Noel said, about to leave before he heard someone faintly calling her name, "Eh? Who…?"

"Noel, where are you?!" the voice called out to her.

"...Wait. Is that…?" Noel began as she turned around, seeing a familiar brunette looking around for her, "It is. Ben-san, over here!"

"Huh?" Ben blinked a bit as he turned to see Noel waving out to him, "Noel! There you are! Listen, I need to get you someplace safe!" he shouted as he ran over to her.

"I-I know," Noel nodded as she looked up at the clouds, "It's about to rain a-"

"It's not just that, It's…" Ben paused as he stopped in front of her, "...Did you happen to run into two people by the name of Aoiro and Karai?"

"I...I did," Noel nodded, recalling back to meeting the two a bit, "Why? What's wrong?"

"The N.O.L sent them after not just you, but Jin, Makoto, and Tsubaki as well."

"What?" Noel gasped at that, a look of shock and surprise on her face, "Wh...why would they…?"

"I don't know...but…" Ben paused for a moment, mentally berating himself for what he was about to ask, "...Noel, did Karai have a large squirrel tail with her?"

"H-hai. Why?"

"Didn't it look...familiar to you?"

"...Well, it did remind me of Mako...to's…" Noel began before her eyes widened in realization, "...No. Don't tell me she…"

"Yeah…" Ben nodded sadly.

"Is Makoto okay?! Please tell me!" Noel asked, worry evident in her voice.

"She is," Ben nodded, earning a sigh of relief from Noel, "I also ran into your friend Tsubaki a while back."

"Really?" Noel asked, earning a nod in response, "Is...is she…?"

"She's alright as well," Ben replied before he heard a faint thunderclap, "We better hurry inside though. I'll explain further when we're someplace dry."

"G-good idea," Noel nodded. She was about to say something else, but she noticed someone entering the area, "Eh? Tsubaki?"

"Huh? What…?" Ben began as he looked over his shoulder to see the crimson haired girl walking towards them, _'It is her. But...what is she doing here? I thought…'_

"Oi! Tsubaki-chan! Over here!" Noel called out to her friend, but got silence in response, "...Tsubaki?"

Tsubaki remained silent as she approached the two, her hat shadowing over her eyes as she had her shield and sword out.

' _...Something's not right here. Why isn't she saying anything?'_ Ben thought, confused as to why Tsubaki was here all of a sudden, _'More importantly...why does she have her weapons out? Wh-'_

"Tsubaki, what's wrong?" Noel asked in concern as she approached her friend, "Why aren't you saying anything."

It was at that moment Ben felt something was wrong...big time. a flash of lightening brightened teh area for a moment, causing Noel to yelp a bit while Ben flinched a bit. However, for a second there as the flash died down, he saw it. Tsubaki's eyes were cold and unforgiving, and had a look that promised one thing….death.

"Tsubaki...please a-"

"Noel, move now!"

"Wha-" Noel began before Ben pushed her out of the way just before Tsubaki's blade could impale her.

"Damn...I missed," Tsubaki whispered, a small frown on her face.

"Noel...are you a-" Ben began as he started to get up, only to wince as he held his now bleeding arm, "Damn it…"

"Ben-san!" Noel gasped as she quickly got up to check on him, "Daijoubu?"

"I...I'm fine. Just...a scratch," Ben assured her before wincing once more, "Okay...it's a bit more than a scratch."

"H-hold on. Maybe i c-" Noel began before tensing a bit, the blonde immediately pulling out her guns to block Tsubaki's incoming strike, "Tsubaki?! What're you doing?!"

"Hmpm...I am impressed you blocked that in time," Tsubaki noted as she jumped back a bit, "Still, why ask me what I'm doing? You have to know...you know, right?"

"N-no! I don't!" Noel replied, the blonde wondering why tsubaki was attacking her.

"It's simple really…" Tsubaki began as she gave Noel a cold look, "I'm here to kill you, Noel Vermillion."

"You're here to…?!" Noel began, a look of pure shock on her face, "No...you...you have to be kidding!"

"Does this look like a joke to you?" Tsubaki asked coldly as she tried striking Noel once more, only for the blonde to barely dodge it.

"But...but why?"

' _That's what I'd like to know,'_ Ben thought as he watched, the brunette equally as shocked upon seeing Noel's friend trying to kill her.

"Why?...Tell me, Noel…" Tsubaki began, saying Noel's name like it was poison, "Is it true that you aided the criminal, Ragna the Bloodedge?"

"Th...that's…" Noel began, her breath becoming a bit rigged before she shook her head, "That's not how it is! I...I mean, I did save his life, demo...it's not what you think!"

"Then you did help him?" Tsubaki asked further, earning silence in response, "...Noel, I wish it didn't have to be like this…" she took a deep breath for a moment as she closed her eyes, "Ever since I met you, you've been my best friend. But now…" she paused as she opened her eyes a bit, "Ragna the Bloodedge has appeared, and Jin is...different."

' _Wait...different?'_ Ben thought upon hearing that, _'What did she mean by...different?'_

"I didn't want to believe it, but…" tsubaki paused as she glared at Noel, "You're connected to it somehow…"

Noel flinched at the glare Tsubaki gave her, the blonde having trouble breathing. Terrified though she was, she couldn't bring herself to deny anything that Tsubaki had said.

"Until now, I always looked away from the truth. I didn't want to admit any of the things I was hearing were true...but, Noel...you…" Tsubaki paused as she gripped her blade and shield tightly, "The more I denied it, the farther i got from the answer. Everything that was bad got...worse."

"Tsubaki...I'm sorry…" Noel whispered as she began to shake a bit, "it's always...always...my fault."

"Stop! Stop it, Noel!" Tsubaki snapped, making Noel flinch at the tone she used, _'Don't make this any harder than it already is!'_ "I must defeat you before my determination wavers."

"Tsubaki…" Noel whispered.

"In my right hand, i carry the sword of judgement. And in my left, the scales of justice," Tsubaki declared as she got into a stance, "I serve the wings that govern the heavens. I am their word and sword made flesh. Noel Vermillion..."

Noel tensed as she quickly got into a defensive stance.

"Should you resist, your punishment shall be death!"

Unaware to those there, Hazama was watching the interaction between Noel and Tsubaki from the shadows, a small grin on his face.

' _Heh heh...all according to plan,'_ he thought as he began to walk away, _'Just a bit more, and you'll be prime and ready to awaken to your true self...Noel Vermillion.'_

* * *

 _SZ:...Hoo boy. A LOT has happened in this chapter. Speaking of, I am SO sorry this took longer than expected. A lot of things have happened since I last updated, such as me getting a PS3(having a blast with it), and...getting a really nasty flu. But other than that, i hope you enjoy this chapter, because next time...a lot of action is going to take place, so be prepared for that, minna. Can Ben stop the battle between Tsubaki and Noel before anything bad happens? Will Makoto make it to Noel in time? And what did Hazama say to Tsubaki to make her act this cold to Noel? Find out next time in the next chapter of Omniverse Shift. Until then, I'm Seanzilla115. Ja ne, minna._


	7. Rebel 6

_SZ: Hey, minna. It's Seanzilla115 once more, and…_

 _Deadpool:*burst in*here to bring ya to the cat fight of the century! Which of our lovely ladies will win?!*motions to a pic of Noel*the shy and moe gunner, Noel Vermillion?!*motions to a pic of Tsubaki*Or the serious. straight A student, Tsubaki Yayoi?!_

 _SZ:...Deadpool, what're you doing?_

 _Deadpool: What? I'm promoting the fight._

 _SZ:..._

 _Deadpool: Hmm...I wonder if we can get Makoto for a three way match? Heh….threeway._

 _SZ:..._

 _Deadpool: What? Oh I know! You wish it was a mud match or s-*hand comes out of the shadows and drag's Deadpool away kicking and screaming*_

 _SZ: 0-o...what the…?_

 _Deadpool: *off-screen*hehehe...hey buddy. Long time no s-why're you holding a rocket launcher?_

 _?: Oh nothing, it's just my job to keep you out of our building.*Explosion is heard*_

 _Deadpool: *off-screen*I REGRET NOTHING!_

 _SZ: 0-0….uh...what just happened?!_

 _?: Your welcome!_

 _SZ:...Z0? Is that you?...n-nevermind. Ahem, yes minna. a lot of serious things are gonna happen in this chapter. Also...well, to those who're just starting off with Blazblue...prepare to hate Hazama...a LOT._

 _Z0: *still off-screen* Prepare to both hear and feel that a lot!_

 _SZ: Yeah...ahem, anyways...time to get started. But first...disclaimers!_

 _Disclaimers: I don't own anything this story, nor do I own the Ben 10 or Blazblue franchises. I do though own any OC and OC aliens(minus Benfire) in this story._

 _SZ: Alrighty. Now let's st-*hears an explosion in the background*..._

 _Z0: I told you to stay the hell out of this building Deadpool!_

 _Deadpool: NEVER! I AM THE FACE OF TEAM X-OVER, BITCHES!_

 _SZ:...*facepalms*Let's just begin the story_

 _Deadpool: And bring on the catfight! Rawr!_

 _SZ: Can someone please do something about him?!_

 _Z0: Got it! *even louder explosion is heard* Gonna take a bit to regenerate from that one isn't it Dead-head!?_

 _Deadpool: *gives him a raspberry*_

 _Z0: Just for that, you can regrow from a single cell this time. *presses button letting even larger bomb drop*_

 _SZ: 0-o….uh…*goes into a bomb bunker*begin story!_

* * *

"God...damn it, I'm bored," Karai yawned as she rested on her bed, using Makoto's tail as a pillow, "All the action is about to happen, and I have to wait for that snake prick's orders. I mean honestly, is it too much to ask that I want to see a little bloodshed? Or better yet, find that sexy squirrel, Makoto, and show her the night of her life? Ugh...damn it. Might as well try and get a bit of sleep."

With that, Karai closed her eyes as she began to doze off. As she slept, she began to have dreams. Rather...ahem, perverted dreams...ahem! L...let's just say it involved herself, Makoto, and lots of 'toys'.

"Heh...yeah...ya like that don'cha, ya big boobed squirrel girl?" Karai giggled perversely in her sleep, unintentionally groping herself, "Ya enjoy me slapping yer big butt while I'm p-"

"Karai." Aoiro's voice spoke up from behind the door.

"God damn it!" Karai snapped as she woke up, "What is it, Aoiro!? I was having a sexy dream!"

"...Ignoring that…" Aoiro's voice stated, "Anyways, someone is here to speak to us."

"...If it's that snake prick again, tell him to go f-" Karai began.

"No. It's _him."_

"Who? Relius?"

"No... _him_ ," Aoiro stated once more.

"Him? Him wh-?" Karai began in confusion before her eyes widened in realization, "...Oh shit... _He's_ here?!"

"Correct."

"Damn it! Why didn't you tell me he was coming?!" Karai snapped as she got up as quickly as possible and began to search for some more decent clothing...well, if she had any.

"I would, but you told me to not disturb you until…" Aoiro began.

"I know what I said! Stopping taking things too seriously all the time, Aoiro!" Karai snapped as she found and quickly changed into an all black female N.O.L officer's uniform.

"...just hurry up and finish changing," Aoiro sighed a bit.

"What the hell do you think I've been doing these past few minutes?!" Karai snapped before pausing from slipping on her thigh high black socks, "...Don't answer that."

* * *

"Hpmh...there you two are," a shaded figured huffed a bit as Karai and Aoiro approached him, "What took you two so long?"

"Apologies, A. Karai was busy changing her clothes," Aoiro apologized.

"Oh? Something more decent this time around? I would've figured she'd wear something more revealing," the figure joked a little.

"Eheheh….good one, A," Karai chuckled nervously as she hid behind Aoiro.

"Right...ahem. Anyways, what information have you two picked up since my last visit?" the figure/A asked.

"Nothing much. Everything is going according to plan," Aoiro bowed a bit, "By now, Noel Vermillion is no doubt fighting Tsubaki Yayoi, the latter having saw the 'truth' by Hazama."

"Good...anything else?"

"Uh...I took Makoto Nanaya's tail?" Karai spoke up.

"...hmpmh. As if I care what happens to a mixed breed like her," A scoffed, "Unless you have nothing else to say, I'm going to go visit Relius in his lab."

"W-wait! Uh...uh…" Karai began nervously just as A began to leave, "We got info on some new guy!"

"Not interested…"

"Would you if we said his name was Ben Tennyson?" Karai asked, making the figure stop.

"...Come again?" A frowned.

"Uh...we trailed Noel vermillion and her friends for some time, and each time, we saw this Ben guy around them a-" Karai began before she and Aoiro cried out in pain as they clutched their chest, right around where their hearts were.

"That should be impossible!" A growled as he held a strange, black device that let out dark azure and crimson lightning, "Ben Tennyson is not a part of this world! How is he even here?!"

"W….we...we don't know…" Aoiro managed to get out, "All we know i-"

"Shut up!" A snapped as he gripped the device harder, causing Aoiro and Karai to cry out in even more pain, "This can't be...how is he even here? It shouldn't make s…." he stopped when he realized something, "The Time Walker..."

"W...what?" Aoiro panted heavily before the pain in her and Karai's chest stopped.

"I need to go check on something," A stated as he began to leave, "You two pick yourselves up and get ready. Once Hazama captures Noel Vermillion, no doubt Ragna the Bloodedge will come."

"R...right," Aoiro nodded, panting heavily as she watched A leave, "Karai...are you alright?"

"Just...fine...ow," Karai winced.

* * *

Back with Ben, he couldn't help but watch as Noel tried to block and counter Tsubaki's full assault. As much as he wanted to help Noel out, he couldn't due to his injured arm, so all he could do was watch.

"Ha!" Tsubaki shouted as she tried a downward slash on Noel, only for the blond to quickly block with her guns before she attempted to trip Tsubaki up, only for it to miss as Tsubaki lept back.

"Tsubaki, please stop!" Noel begged her friend as the heavy rain poured down on the area.

"I can't...not until I bring you in, traitor!" Tsubaki snapped as she charged forward in an attempt to stab Noel.

Noel tried firing a few energy bullets at Tsubaki (mentally hoping they wouldn't hit her), only for the crimson haired girl to dodge each one as she continued her charge at Noel. Noel was barely able to dodge the stab, but tensed when Tsubaki quickly turned towards her and tackled her, the two stumbling on the ground a bit before they regained their ground and moved away from each other.

"Tsubaki...please stop. I...I don't want to fight you…" Noel begged, panting a bit as the rain caused her outfit to stick to her figure a bit.

"I won't...I won't stop...not until you face justice…" Tsubaki panted, gripping her blade tightly as she glared at Noel.

' _Justice nothing! She's trying to straight out murder her!'_ Ben mentally exclaimed as he watched from the sidelines, _'What the heck changed her so much?! Last I saw her, she seemed...wait. Was this the real reason why she was searching for Noel? Who the hell would order someone to kill their best friend?!'_

After a few more seconds, Tsubaki and Noel resumed their fight as the former tried to deliver a series of fast slashes to Noel, the blond trying her best to block each slash with her guns.

Noel wanted to fight back, but she couldn't. Not because of Tsubaki's close range attacks, but because she was fighting one of her best friends. And to make matters worse...from the way Tsubaki was attacking her, it was as if she wanted her dead.

"It's no use, Noel! Give up now b..." Tsubaki began before she felt a sudden pain in her head, causing her to stop in her attacks, "Gh?!" _'N-no! Not now!'_

"Tsubaki? Tsubaki what's wrong?" Noel asked in concern as she ran up to check on her friend.

However, the pain quickly subsided in Tsubaki's head as she quickly got up to deliver a rising slash. Noel barely dodged it in time as the blade just nicked her cheek, causing a bit of blood to spill. Tsubaki didn't give Noel any rest as she continued her assault, her weapon changing into a whip sword of sorts as she used it to quickly capture Noel, slashing up her arms, legs, and dress a bit in the process before she used what strength she had at the moment to throw Noel at a lightpost, causing the blond to cry out in pain as she fell to the floor, blood dripping from some of the cuts on her arms and legs.

"Noel...I'm sorry…" Tsubaki whispered as she approached the weakened noel, "But for the sake of justice...you must die…"

"Ts...Tsu...baki…" Noel whimpered a bit, trying her best to get up.

Ben couldn't take this anymore as he tried moving his injured arm a bit, just enough for him to activate the Omnitrix and select an alien for this situation. Once he was able to select the alien he wanted, the button to allow him to transform popped up.

' _It better not turn me into Benfire again...'_ Ben mentally hoped as he pressed down on the symbol, engulfing him in a bright green glow.

Tsubaki stopped in her advance when she noticed the bright green glow, the crimson haired girl quickly turning to the source. The sound of gems connecting to one another followed each move of the being that now stood near them. The figure seemed to be made of a bluish-emerald gem, roughly seven feet in height. It wore a green sleeveless combat shirt, a pair of black combat pants with black combat boots and a white belt with the Omnitrix emblem on the buckle. The head of the being had a long jagged piece of the gem sticking out of the back like a backwards-pointing horn/blade while a pair of crystalline spikes emerged from his back, near the shoulder blades.

"Okay…" the being spoke, narrowing his solid emerald-green eyes as he cracked the knuckles on his bulky arms, "It's Hero Time."

"Wh...what in the world?" Tsubaki whispered in shock as she moved back a bit, "Wh...what are you?"

"As cliche as it sounds; your worst nightmare," the figure quipped.

Noel was quickly shaken out of her stupor when she saw something familiar about the creature...the watch-like symbol on its belt.

"Now then; first, I'm gonna make sure you don't go after Noel again," the figure spoke, "Then, I'm gonna have a few words with you with Crusher…" he held up his left fist before it shifted into a mace, "...and his brother Slasher." with that, his right fist turned into a blade, both made of his body.

"...While I don't know who, or what, you are…" Tsubaki began, snapping out of it as she glared at the creature, "I'm afraid I can't let you do that. She is a traitor to the N.O.L, and must be dealt with, even if it means killing her."

"And that is why I'm not letting you near her again," the figure smirked before stabbing the ground with his blade, causing a dome of the crystal to engulf Tsubaki and himself, effectively cutting her off from Noel, "See?"

"...Fine…" Tsubaki frowned as she got ready, "If you are going to stand in my way, then I have no choice but to terminate you as well."

"You would not believe how many times others have said they'd kill me only for it to turn on them getting their butts handed to them," the figure chuckled, "By the way, name's Diamondhead."

"...Tsubaki Yayoi," was all Tsubaki said as she gave him a firm glare.

"Ahh...Glare number seven, a classic for those who've tried to kill me before," Diamondhead joked, "You really gotta come up with new kinds of glares. Because there's only seven kinds and it's gotten boring seeing them all more than once."

Tsubaki said nothing as she stood her ground, looking for any possible weakness this diamond-like creature might have. Diamondhead sighed as he shook his head.

"And we got a silent one. Great...now I gotta find the right button to push to unmute her," Diamondhead muttered.

While he wasn't paying attention, Tsubaki quickly rushed behind him and attempted to slash down at him, only for her blade to bounce off. She tried for another point on his back, only to end up with the same results.

' _Come on...where is it? It has to have a weakpoint some…'_ Tsubaki mentally began.

"Not that I don't mind this, but you are a horrible masseuse," Diamondhead noted, "You missed some points on the back entirely. And...yep. My shoulder's are still stiff. Someone's not gonna get a good review on their website."

"Grr!" Tsubaki growled in slight annoyance as she quickly rolled under him and tried to slash his stomach, her blade transforming into the shape of a broadsword before it too bounced off, "Damn it…"

"Whoa there," Diamonhead caught the blade, "Now let's get one thing straight; you don't bring a sword to a stone unless you're deciding on a king of England. Either that, or you have a strange wizard mentor that has visions of the future that taught you things by turning you and him into animals."

"St-stop that!" Tsubaki snapped as she jumped back from him, "Stop talking nonsense!"

"Ah...There's the voice," Diamondhead chuckled.

"What're you talking about?!" Tsubaki quickly demanded.

"Just wanted to know that you're not a complete fanatic for justice like I was afraid of. Honestly, last guy I met that spouting about 'justice' and tried to kill their own friend, he had cut his own tongue out to not name names," Diamondhead shrugged.

"...How dare you…" Tsubaki growled dangerously, "Don't you dare talk about 'justice' like that! The N.O.L's Justice...no. The Imperator's justice is what keeps this world safe!"

"...Yep. That's what the guy said, too. Was part of an organization meant to uphold the peace, but it became corrupt from within and the guy still believed in the 'justice' they were spouting to the point he believed it to be his leader's justice that kept everyone safe. You know what was wrong with that? The leader was sick in the head. Kidnapped children and experimented on them, turning them into half-human half-something else. Even turned himself into a half-thing that let him manipulate memories," Diamondhead informed, "So you spoutin' that stuff makes me think of him and what he did to my friends and...well…" he gave a dry chuckle, "...I ain't a happy Petrosapien."

"What're y-" Tsubaki began before she tensed and quickly rolled out of the way just as a pillar of crystal rose from the ground, _'What? H-how did he…?'_

"I'm just saying," Diamondhead continued, "Because the NOL sounds pretty much like that; nothing but a corrupt piece of what was once a great justice system."

"..." Tsubaki said nothing as she gave him a firm look.

Not a glare, but a regular, firm look on her face. She felt angry, but..she began to question herself a bit. Was what she was doing..no. Was what the N.O.L was doing truly good? She quickly shook her head to rid these thoughts. This...this thing was trying to shake her fate...she will not let him get in the way of justice..she will not let him get in the way of her mission! Diamondhead sighed at seeing the look.

"Of course you'd stick with the corruption. I mean, you're already trying to kill your friend," Diamondhead shook his head, "Man, if Makoto were here, I'd bet she'd be utterly ashamed of what you've become."

"...I have my reasons…" Tsubaki stated.

"Oh? And what's that?"

"...Noel shouldn't even exist...it's her fault…" Tsubaki growled as she shook a bit, "She...she took everything…She took away everything from me."

"...And now you're sounding like this friend of mine back when he was eleven. Know what happened then? He wanted to get a ton of cash at the cost of dozens of people on a train that just so happened to be in the right place at the wrong time. I managed to stop it, but he ended up going down this spiraling sloap of trying to kill me for roughly five years...all because I chose to save lives over cash," Diamondhead snorted, "Every bad thing that happened to him? My fault. Every good thing that I got that he didn't? My fault again. Always blaming me when it was his own fault for not trying to be the better man."

Tsubaki said nothing as she lowered her head a bit, making it so her hat shaded over her eyes as she continued to shake.

"Heck, before we started becoming friends, I helped stop an illegal weapons trade bust that he was a part of, delivering the weapons," Diamondhead continued, "Still blamed me...at least, until the weapons he was delivering had one getting damaged and killing the guy who tried to fire it...at him."

"...Your friend…" Tsubaki finally spoke up, her voice all but a near whisper, "What happened to him now?"

"Dating my cousin and making an honest living as a mechanic," Diamonhead shrugged, "After that, his eyes started to open and he became a better man. And, honestly, will killing Noel really make things right? You've know the girl for years, haven't you? Aside from her being alive, what has she done to slight you, huh? Is she the reason why you're with the NOL? Is she the reason why you're following the orders to kill your friends? Personally, I think you need to take a look at _yourself_ before you start blaming everyone else for your issues."

Tsubaki said nothing as she let his words sink in. As much as she didn't want to believe it...he was right. Noel never did anything to harm her. She never did anything out of spite. She...she was her best friend.

"...Noel…" the crimson haired girl spoke up a bit louder, "If you can hear me...please...go."

"Ts...Tsubaki?" Noel's voice spoke up from outside the dome.

"Please go...before I continue doing something I'll regret…" Tsubaki stated.

"...O...Okay…" Noel replied as the sound of her feet hitting against the wet floor echoed throughout the area, the noise starting to grow silent more and more until it could no longer be heard.

"Okay, I'm lowering the dome now," Diamondhead informed Tsubaki, "I don't want to see you raising that blade on me or your head will be the only thing that isn't stuck in gem."

"...Of course…" Tsubaki nodded, tears now starting to run down her cheeks as her sword and shield disappeared, "I...I need to be alone right now…"

Daimondhead nodded as the dome receded back into the ground.

"Before I go...please...promise me something…" Tsubaki began as she raised her head up to him, letting him see her tear filled eyes were nearly clouded...like the light from them was taken, "Keep Noel safe…"

"...I'll do my best," Diamondhead nodded, "Go see this lady named Litchi. I hear she's a good doctor. She might be able to help with your eyes if she's an eye doctor."

Tsubaki merely nodded as she walked past him, the rain beginning to die down as she left.

Once she was no longer in the area, Diamondhead let out an exhale, a bit glad he was able to stop Tsubaki from doing something she'd regret for the rest of her life...and hopefully convince her that the N.O.L isn't all what they claim to be. After a few moments, he pressed on the Omnitrix symbol on his belt, causing him to change back into Ben.

"I better check on Noel to see if she's alright," Ben said to himself as he ran in the opposite direction Tsubaki left in.

* * *

Noel panted as she stopped in a almost empty area, the blond resting underneath a stone archway. She quickly noted there weren't any metal bars at the edges of the area, meaning someone would fall off the side easily.

"...Someone should do something about that," Noel whispered before she noticed something from one of the nearby tone pillars, "...The N.O.L's symbol...I must be near the Kagutsuchi branch building...I better hurry a-"

"Noel? Noel, are you here?" the voice of a certain squirrel girl spoke up.

"Eh? Makoto?" Noel gasped a bit as she looked around, "Makoto! Makoto, where are you?!"

"I'm over here, Noel! Wh-" Makoto's voice began before the Beastkin poked her head out from the side of the archway Noel was under, her eyes soon widened upon seeing the blond's injuries, "Oh my god, Noel! What happened?!"

"I...I ran into Tsubaki and…" Noel paused as she looked down a bit, "We...fought."

"Ouch," Makoto cringed.

"I...I know," Noel nodded a bit, "She...she would've killed me if Ben-san hadn't stepped in."

"Ben?!" Makoto's eyes widened.

"Hai. I...I don't know what he said after he changed into some big diamond creature and sealed himself and Tsubaki in a dome, but...Tsubaki told me to leave…" Noel explained.

Makoto groaned, "Another form...I shouldn't be surprised. Really, I shouldn't. Wait, diamond? He turned into a guy made of diamonds that can make domes?"

"Hai," Noel nodded before blinking twice, "Wait...you saw him transform too?"

"Yeah," Makoto replied, "The guy's like a one-man army."

"H-hai...and honestly, I'm scared of what would happen if the N.O.L knew about Ben-san''s Omnitrix," Noel admitted with a gulp.

"A lot of trouble," Makoto nodded.

"Y...yeah," Noel nodded a bit, "...Tsubaki-chan...I hope she's okay."

"I'm sure Ben's got her thinking about a lot of things she's done lately," Makoto assured.

"...I hope so…" Noel sighed a bit in worry as she started to get up, trying to ignore the pain in her arms and legs.

"Easy, Noel," Makoto advised, "You look like you've been hurt pretty badly."

"I...I know…" Noel nodded, wincing a bit as she managed to stand up.

"...Come on. I'll take you over to Miss Litchi's clinic a-" Makoto began.

"Well well well….this is an interesting find," a voice spoke up, causing the two to tense a bit as they turned to see a certain, green haired individual leaning against a pillar, "Hello...Noel Vermillion."

"H….Hazama…" Noel whispered, her eyes widened in fear upon seeing him.

"Oh come now. There's no need to be afraid," Hazama assured her, adjusting his hat a bit as he approached the two, "We're all friends here."

' _Says the guy with the suspicious snake like grin,'_ Makoto thought with a frown as she glared at him a bit, "What're you really here for, Captain Hazama?"

"Heh...to the point as always," Hazama chuckled a bit, "You see, the reason I'm here is because I'm here for our shy little lieutenant right there. Course...I had Tsubaki Yayoi try and do it for me, but by the looks of things, she failed."

"N-nani?" Noel whispered, her eyes widened in shock upon hearing that, "You...You ordered Tsubaki to…?"

"Yup. But hey...that's what you get for trying to order a piece of worthless trash like her around," Hazama shrugged, causing both Noel and Makoto to glare at him, "Oh come now, ladies. You both have to a-"

"Don't talk about our best friend like that, you jerk," Makoto growled.

"Ooh...seems I touched a nerve," Hazama noted with a slight grin.

"Damn right you did. Now tell me why'd you send Tsubaki after Noel?" Makoto demanded, "and more importantly, why did you send Aoiro and Karai after me, Jin, and Tsubaki?"

"Wh...what?!" Noel gasped that.

"Hmm? Why whatever do you mean?" Hazama asked 'innocently'.

"Don't you lie to me! Earlier today, Aoiro had attacked Jin Kisaragi, and Karai had attacked me yesterday!" Makoto snapped.

"...Ahh yes. Now I see why that tail Karai had looked so familiar," Hazama 'gasped' in realization.

' _Wh...what's she talking about? Sh…'_ Noel mentally began before she finally noticed it...Makoto was missing her tail, _'...Oh no...don't tell me that really was…'_

"So you admit you sicced those two on me and my other friends?" Makoto demanded Hazama once more, snapping Noel out of her small train of thought.

"Now now...I never said such a thing," Hazama replied, earning him another glare from Makoto, "But if we're done playing 20 questions, I have something important to do. Lieutenant Noel Vermillion, if you would be so kind as to follow me? Oh, and don't worry about miss Yayoi. She's where she belongs...in the trash."

"...Take that back," Noel whispered, her cap shadowing over her eyes.

"Hmm?" Hazama raised a slight eyebrow.

"Take back what you just said about Tsubaki!" Noel snapped.

"What for? I'm just pointing out the facts," Hazama stated, his grin returning, "All I asked of her was to retrieve you, or at best try and kill you. But apparently, she can't even do that right. but hey. What do ya expect from a worthless, pathetic piece of trash like her? She was Grade A student at the N.O.L Academy, but she can't even do one simple mission right."

"Why you…!" Makoto growled as she threw her cloak off.

"Oh? What's this now?" Hazama asked, seeing the Beastkin get into a fighting stance while glaring at him, "Are you actually going to fight me?"

"As long as your after Noel, yes," Makoto replied, looking over her shoulder a bit to look at Noel, "Noel...get out of here. I'll try and hold him off."

"...No," Noel replied, a serious look on her face as she brought her twin guns out, "This man….he used Tsubaki. I won't let him get away with that."

"Soka...Heh. Fine then," Makoto grinned a bit a she looked back over at Hazama, "Two against one is better anyways."

"Hai," Noel nodded as she stood beside Makoto.

"...heh heh….you're both serious, aren't you? You're both gonna fight me?" Hazama asked with a slight chuckle, "...Fine then. I'll play your little game. And to make it more interesting…" he paused as he slid his hands into his pockets, "I'll fight without using either of my hands."

"...Just so you know, it's unwise to underestimate the both of us, Captain Hazama," Makoto stated before grinning a bit, "Especially a Beastkin."

With that, Makoto dashed forward to deliver a straight punch to Hazama, only for him to step aside and dodge it. She then tried to deliver a right hook, only for Hazama to dodge that as well as he lept back a bit.

"Heh...nice t-" Hazama began before he jumped back from a few gunshots fired at him, courtesy of Noel.

"Gotcha!" Makoto shouted as she jumped at him, her fist glowing a bit, " **Lightning Arrow!** "

Hazama merely smirked as he leapt back once more, causing Makoto's fist to slam into the metal ground, which in turn caused the area to shake a bit.

* * *

"Woah!" Ben yelped a bit as the ground suddenly shook for a bit, _'What the heck was that?! Did one of Armadrillo's race somehow get here?!...no. I doubt that…'_ he then looked araound to faintly hear the sounds of gunshots in the distance, _'...I got a bad feeling about this.'_

* * *

"What was that?" Tsubaki whispered, having felt the ground shake a few seconds ago before she turned around, "...That came from the area near the Kagutsuchi N.O.L branch. But who…" her eyes soon widened in realization, "...Oh no…"

* * *

Hazama merely smirked as he dodged Noel and Makoto's attacks with ease. While he could've ended this right now, he needed Noel Vermillion in tip top shape for his plans. That, and he was having too much fun messing with the two girls.

"Come on, ladies. Is this really the best you got?" the greenette asked with a slight chuckle as he dodged another of Makoto's punches, "If so, I'm very disappointed in you two."

"Shut up!" Makoto snapped as she tried punching him once more, only to miss once more when Hazama merely sidestepped, "Damn…" she cursed as she leapt back next to Noel, "This is getting us nowhere. He keeps dodging our attacks like nothing."

"I know...th-there has to be something we can do to…" Noel began before she noticed Hazama was almost about half way from the edge, "...Makoto."

"What?" the Beastkin spoke up before Noel pointed to where Hazama was, "...Oh I get ya."

"Hai," Noel nodded as she aimed her guns at Hazama once more, " **Optic Barrel!"**

"Heh…" Hazama smirked as he leapt back a bit from an energy bullet fired at him, the air around where he was exploding a bit, "Nice try," he smirked as he continued to dodge the barrage of energy bullets sent at him, "You're gonna have to do better th-" he began before he ended up tripping a bit, "?!"

"Gotcha now!" Makoto shouted as she rushed forward, becoming a bit of a blur before her fist made contact with his stomach.

"Gh!" Hazama grunted in a bit of pain as he was sent skidding back, heading straight towards the edge of the area.

' _Come on...come on…'_ Makoto thought hopefully before Hazama just stopped a few inches from the edge, "Damn it...so close."

Hazama didn't move an inch as he stood there, his hat shadowing over his eyes as he looked at the ground.

' _...Something's wrong. He should've gone over after taking one of Makoto's punches...What co-'_ Noel began in her thoughts before within a second, Hazama was suddenly in front of her, "?!"

"What the…?!" Makoto's eyes widened in sudden shock, turning around to see him in front of Noel, _'How did he…?!'_

"...Think you're pretty clever, don'tcha…" Hazama began as he raised his fedora a bit, revealing his snake like eyes to her, "Lieutenant Vermillion?"

"Wh-" Noel began before Hazama's knee hit her hard in the stomach, "GH?!"

"Noel!" Makoto gasped as the shy blond fell to the ground, losing consciousness.

"And as for you…" Hazama began as he turned towards Makoto, an aura of killing intent surrounding him, "Get out of my sight. **Ouroboros.** "

With that, a venom green energy gate appeared next to him before a venom green and obsidian black chain bursted out and surrounded Makoto, a metal, snake like head at the end of the chain.

Before Makoto could react or do anything, the chain wrapped around her and threw her against the tall stone wall towering over the area, causing the Beastkin to cry out in pain. It didn't there as the chain tugged Makoto off the wall and slammed her on the metal floor.

Hazama had a small, sadistic smirk on his face as the chain slammed Makoto around, a second one appearing as it cut and slashed Makoto a bit each time the first chain tossed her into the air.

Makoto cried out in pain as the first chain tossed her into the stone wall once more, causing her to cough up some blood as she began to fall, only for the first chain to grab her by her legs, leaving the Beastkin dangling in the air.

"Heh heh….oh this is hilarious…" Hazama chuckled in sick pleasure as the second chain slashed makoto once more, tearing her top up a bit in the process as the Beastkin cried out in pain, "ooh...what's wrong, Makoto Nanaya? You gonna die? You gonna wind up dead?"

Before Makoto could try and say something, the first chain slammed her against the metal floor once more back first, causign her to cry out in pain once more.

"Mmm…" Noel whimpered a bti as she began to regain consciousness, the sounds of her friend crying out in pain catching her attention, "M...makoto-chan…"

"Eh?" Hazama raised a slight brow as he looked over his shoulder to see Noel beginning to stand up, "Oh look. The princess awakens…"

"Wh...what're you…?" Noel began, holding her still sore stomach before she noticed what has happening to Makoto, "Makoto-chan!"

"Don't move!" Hazama shouted, stopping Noel in her tracks, "Move even an inch, and this stinkin' Beastkin…" he paused as he walked over the edge and looked down, "...Heh. Man, if she fell fmo this height…" he paused once more as he looked back at noel, "I bet there'd be no saving her."

"You...you...let Makoto go!" Noel demanded as she aimed her guns at him.

"...Let her go?" Hazama frowned a bit, "Who the fuck do you think you're talking to?!"

The first chain then slammed Makoto against the stone wall once more, causing the Beastkin to cough up more blood.

"Makoto-chan!"

"Well, well…" Hazama began, a cruel grin on his face as he watched the whole thing, "I guess even a stinkin' Beastkin's blood is red in its own way."

"Please...let her go!" Noel begged.

"...Shut up. You're nothing but a damn doll, so quit ordering me around!" Hazama snapped as the first chain wrapped around Makoto once more and began to squeeze her, causing the Beastkin to gasp out in pain.

"No...please! you're killing h-" Noel began.

"I said quit ordering me around, you damn doll!" Hazama snapped as the chains squeezed Makoto harder, causing the Beastkin to cry out in pain once more, her voice beginning to sound weak as blood dripped from her head, mouth, and from the cuts all over her body, "Oh look at that. I think she's starting to expire like the tool she is."

"No...please….please stop…" Noel begged, tears forming in her eyes as she fell to her knees, "Please...leave her alone."

"Hmm...no. Unless…" Hazama began, his grin returning, "You come with me. In exchange, I'll leave your little friend alone. And as a bonus, I won't have Karai and Aoiro go after Tsubaki and 'take out the garbage'."

"..."

"Oh? What's wrong? Upset I keep calling Tsubaki Yayoi garbage? Well…" Hazama began with a slight chuckle, "What's wrong with calling garbage 'garbage'? She dedicated her entire life to following what she believed was justice, and yet she was so blind to what was really going on."

"...If I go with you….do you promise to leave my friends alone?" Noel asked quietly.

"Of course. Would I lie to you?"

Noel really didn't want to go with this man...no, this sick, sadistic monster...but Makoto was heavily injured at the moment, and needed immediate medical attention.

"...Fine...I'll go with you," Noel sighed in defeat.

"Good girl," Hazama smirked as he looked up at Makoto, "Oi, you still alive?"

"A...ahh…" Makoto gasped out weakly as the chains still squeezed her.

"Ooh...looks like I broke her…" Hazama noted before shrugging a bit, "Oh well. No use keeping a useless tool like her around then."

"Wha…?" noel began before her eyes widened as she saw the snake like chains beginning to unwrapped themselves off Makoto, "W-what're you doing?!"

"I'm discarding a useless tool," Hazama replied, "I mean, what good is a Beastkin if they can't do a single damn thing?"

"But...but we had a deal!"

"Yes. But I just remembered something…" Hazama began with a cruel smirk, "Turns out she really _was_ a spy for Sector Seven, so I'm killing two birds with one stone here."

"No...No please no…" Noel whispered, tears forming in her eyes once more as the chains were almost at Makoto's legs, _'No...no please...someone...please help...Tsubaki-chan...Jin-sempai...anyone...please…'_ she thought, her entire body shaking before she finally screamed, "Tatsukete!-!-!-!-!"

"Ugh...so loud. Maybe I should've hit you h-" Hazama began with a groan before a flash of green light caught his attention, "Hm?"

Before anyone could blink, a black blur slammed against Hazama's face, sending him rocketing back as he crashed into one of the stone pillars. The blur then quickly grabbed Makoto just as she was about to fall, the blur using the stone wall to rocket itself back to the metal platform before skidding to a halt.

Once the blur stopped, Noel began to recognize it. The insect/ninja like appearance, the pure emerald green eyes, the black 'armor', the strange emblem on its chest, it could only mean one thing…

"...Ben-san…" The shy blonde whispered as the ninja-like alien changed back into Ben, who was holding the unconscious Makoto in his arms.

"Hey….sorry I'm late," Ben apologized as he carefully put Makoto down, _'Thank god the Omnitrix gave me Shadow Edge.'_

"...Is...is Makoto-chan okay?" Noel asked, concern in her voice as Ben pressed his fingers against the injured Beastkin's neck.

"...She's alright. She's just unconscious at the moment," Ben assured her, causing Noel to sigh in relief, "Are you alright?"

"I...I am. But…" Noel began as she looked down at Makoto, "W-we need to get Makoto-chan some help."

"I know…" Ben nodded, "If we hurry, we can hopefully get her to miss Litchi's clinic."

"H-hai. demo...how c-" Noel began.

"Huh. Well…." Hazama's voice spoke up, making the two turn to see the green haired man walking out of the rubble unharmed as he dusted himself off, "That just happened."

"...Noel, just who is this guy?" Ben asked, a little surprised to see his attack had no effect on him.

"Hazama…he…he's the one who ordered Tsubaki to come kill me and Jin," Noel replied as she looked down at Makoto, "He...he was also the one who did this to Makoto."

"...I see…" Ben noted, a slight frown on his face as he stood up.

"Hmm?" Hazama raised a slight brow as he looked over at Ben, "...You look slightly familiar. Have we met before?"

"...no...we haven't," Ben replied as he glared at him.

"Ahh...good. That makes things less awkward then," Hazama stated before frowning a bit, "Plus...while I don't know how, I'm gonna pay you back for that little kick back there."

"...Noel?" Ben spoke up.

"H...hai?"

"Change of plans. Take Makoto, and get out of here as fast as you can," Ben told her.

"Eh?! D-demo….what about you?" Noel asked in concern.

"..." Ben said nothing as he glared at Hazama, who was getting a bit of dust off his fedora, "I'm gonna stay behind and hold him off."

"Wh...what?" Noel gasped softly upon hearing that.

* * *

"And so...it begins," Paradox noted as he looked at his watch, the time walker standing in a darkened area.

"It would seem that way," a female figure in the shadows noted, their voice having a bit of a british accent in it, "Still...I must ask, Paradox. Why in the world would you bring the boy here, knowing that the Master Unit is observing?"

"...Believe me, Madam Rachel, I was hoping to avoid this option. But from what I've seen...we have no choice," Paradox stated with a sigh.

"Hmm? Would this happen to do with this 'intruder' you mentioned?"

"Yes...I've looked at the multiple possibilities this could've been avoided, but they all ended the same…" Paradox said grimly, "A world...no. A future full of nothing but death."

* * *

 _SZ:...hoo boy. A lot of shit has gone down. But that leaves a few question...who is this 'A' character? How do Karai and Aoiro know him? Will Ben be able to hold back Hazama while Noel gets Makoto to a safe place? And what did Paradox mean exactly? Guess we'll have to find out next time in the next chapter of Omniverse Shift. Hopefully until the next chapter, I'm Seanzilla115, and I bid you all a good day, and happy holidays. Oh, and apologies if the fight scenes were a bit short._


	8. Rebel 7

_SZ: Hey, It's Seanzilla115 again, here to bring ya another chapter of Omniverse Shift._

 _A5L: Hello people! *Slams a door opens, smashing it into Jibanyan and Momotaros*_

 _SZ: 0-o...A5l?! Wh….you know what. forget it. I should be used to this kind of thing by now._

 _A5L: Really, how many people came by doing this?_

 _SZ: O.n and Z0 mostly, especially the former. But enough...time to recap.*looks back at the readers*As you all knows, a lot of things happened last time._

 _A5L: Yup, Ben finding Noel and sees both her and "Ms. By the Book" Tsubaki fighting._

 _SZ: Eeyup. Luckily Ben, as Diamondhead of course, managed to stop Tsubaki in time, and hopefully convinced her that the N.O.L isn't all what she thought it was._

 _A5L: I hope so. Then we see Makoto meeting with most despicable person in BlazBlue, Mr. Ugly Snakeman himself._

 _SZ: Yup...Hazama. Both Noel and Makoto try to hold him off, but...well, to those who watched the Alter Memory anime, you know what scene i'm talking about._

 _A5L: ...I don't, haven't seen the anime yet, due to me being busy and dealing with some issues._

 _SZ: Oh….well after the girls manage to get a hit on that snake...well, he snaps and proceeds to give Makoto...ahem, a very rough curbstomping._

 _A5L: No kidding, after Noel begged Hazama to stop, both Noel and Makoto are save by Ben himself._

 _SZ: Yup...and let's say Ben's a bit miffed right now, and decides to hold Hazama back while Noel tries her best to get Makoto to a safe place._

 _A5L: I hope Noel makes the right choice or something will go bad._

 _SZ: Yeah...anyways, let's begin the story. But first, disclaimers!_

 _A5L: actually dude, can I have Ellie for a while?_

 _SZ: Huh?_

 _A5L: Don't worry, she'll be back. *Picks up Ellie Tsukikaze the Hedgewolf and heads towards the art studio*_

 _SZ:...Okay...ahem! Once more...disclaimers!_

Disclaimer: I don't own anything in this story, nor do I own the Ben 10 or Blazblue franchises. I do though wn any OCs and OC Aliens that appear in this story while...ahem, Benfire is owned by...still don't know who came up with her honestly, so I'll just say she belongs to the Ben 10 fan community.

 **=Warning, this chapter will contain some harsh language and some ecchi moments=**

* * *

Thunder faintly rumbled in the darkened skies as a faint wind blew through the area, almost as if the mood was being set as Ben stood in front of Noel and the heavily injured Makoto while Hazama...stood there with a slightly amused smirk on his face.

"Heh...seriously, kid? You think you can take me on?" Hazama chuckled a bit, "Oh, that's probably the funniest thing I've heard all day."

"..." Ben said nothing as he stood there, a serious look on his face.

"Oh...you're serious."

"I am…" Ben nodded a bit, turning a bit to look at Noel, "Seriously Noel, take Makoto and get out of here. I'll try and hold him off as best as I can."

"D...demo...Ben-san….What if…" Noel began in worry.

"Don't worry...I'll be alright," Ben assured, a small soft smile on his face, "I promise."

"...O...Okay. Just...please be safe," Noel begged him as she carefully picked Makoto by her arm, making sure not to open up her wounds, and slowly and carefully carried the unconscious Beastkin out of the area as fast as she could.

Ben just nodded as he turned his attention back to Hazama, a serious expression on his face once more. However...something seemed to be off. Hazama didn't seem to be moving an inch. He wasn't even trying to stop Noel from leaving or anything. Did he have a trap set for her or something? He quickly shook his head a bit as he got ready.

"...Just a fair warning; while I don't know how you changed into that black blur from before..." Hazama began as his smirk disappeared, "You don't want to fuck with me, kid."

"Oh yeah? Well, I won't know until I try then," Ben countered, "Besides...you hurt my friends."

"Your...friends?" Hazama repeated before his smirk returned, "Wait...are you referring what I did to Noel Vermillion and those two pieces of shit she calls friends? Man...you are pretty stupid. Why on earth would you care about what I do to a useless tool and a piece of trash?"

"Grr…" Ben just growled at that.

"Oh? Did I touch a nerve now?" Hazama noted, "Oh this is just too easy. You actually care about what happens to those two? Well don't kid...they're not worth your time. I mean honestly, Tsubaki Yayoi had one simple job to do, and she couldn't even do that. And as for Makoto Nanaya...well, I had to teach her a little lesson on what happens when you fuck with your superior. Plus, the fact she turned out to be a spy from Sector 7 just made her 'punishment' all the more fun."

Ben gritted his teeth upon hearing that, the brunette getting sick and tired of this guy already with how he enjoyed beating Makoto to near death.

"I mean seriously, you should've seen the look on her face!" Hazama began to laugh a bit, "The pain filled screams, the cries of agony, the way her Beastkin blood spilled over the floor...oh man! It was hysterical! Ahh...reminds me of the time I mind fucked ol' Jinny boy and had him cut Ragna's arm off when they were kids, right after I killed the nun that looked after them and burned down the church they were in too."

Upon hearing that, Ben's blood began to boil in pure anger. Destroying a church, killing a nun, everything before that, and the fact that he took sick, twisted pleasure in all that...there was no questioning it. Hazama was a monster...no. He was nothing but pure evil.

"Ahh...but enough reminiscing…" Hazama sighed a bit as he pulled out a pair of butterfly daggers, "I think it's time I teach you a lesson, kid. And I assure you...it'll be painful."

"...Oh yeah?" Ben asked in a low tone, activating the Omnitrix and quickly stopped on the Alien he wanted, "Not as painful as what I'm gonna do to you."

With that, he slammed down on the on the symbol, causing a bright flash of green light to envelop the area for a bit as it quickly died down. Standing in Ben's place was a fairly large, red skinned humanoid creature with four muscled arms and four eyes. He wore a dark green and black sleeveless jumpsuit like outfit with a green belt around his waist, the Omnitrix symbol in the center. His hands were covered in fingerless black gloves. Lastly, it seemed he had a bit of a moustache on his face.

"Hmm...that's interesting," Hazama noted a bit, _'That little watch of his let him transform...oh I think I get it. He's that boy A tried to warn me about, Ben...something or other. Heh...didn't believe him at first, but low and behold.'_ "So what're you supposed to be, the Red Devil's long lost cousin?"

"Don't know who that is, but no. The name's Four Arms, and …" the red creature began as he cracked his knuckles, "I'm the guy who's gonna give you a beating you won't soon forget."

"Oh? Really now?" Hazama asked, his smirk returning, "We'll see then, shall we?"

* * *

Back with Noel, the shy blonde was trying her best to carry Makoto to a safe place, but at the same time...she couldn't help but worry about Ben. Even with Makoto at her side, neither of them stood a chance against Hazama, so how's Ben gonna stand a chance against him?

"...No no. I shouldn't think like that," Noel whispered, shaking her head a bit to get that last part out of her head, "Ben-san has the Omnitrix...I'm sure he can turn into something th-"

"Itai…"

"Eh?" Noel blinked, losing her train of thought as she looked to see Makoto regaining consciousness, "Makoto-chan?"

"Mou...my head…" Makoto groaned, one of her eyes opening slowly as she noticed Noel looking at her, "...Noelie…"

"Makoto-chan!" Noel gasped a bit, "D-daijoubu?!"

"...Aside from feeling like crap, never...better," Makoto assured her with a weak chuckle before wincing, "Ow...it hurts to laugh."

"Ahh….thank kami you're okay…" Noel sighed in relief, "Demo...You need to rest, Makoto. You're seriously injured, and need medical attention."

"No kidding…" Makoto muttered a bit before realizing something, "Wait...where's Hazama?"

"..."

"...Noel? Why aren't you saying anything?" Makoto asked, earning more silence from the shy blonde, "...I'm serious. What happened with Hazama?"

"...After you lost consciousness...he was gonna drop you off the side if I didn't go with him," Noel replied, causing Makoto's eyes...er, eye to widen a bit, "I did...but he was going to drop you anyway."

"...I...I see...But...how am I still alive then?"

"...Ben-san."

"Eh?"

"Just before Hazama could drop you off the side, Ben-san came in and rescued you," Noel explained, "But...he decided to stay back and hold Hazama off so we could get away."

"What…?" Makoto's eye widened upon hearing that, "Then wh-"

"Wow...sucks to be him then if he's going against that psychopath," a voice spoke up in a blunt manner, causing both Noel and Makoto to look forward to see a certain black/red wild haired girl, along with a certain white haired female, "Hello, Noel Vermillion."

"K….Karai...Aoiro…" Noel whispered, her eyes widening in a mix of surprise and nervousness.

"You…" Makoto growled a bti as she glared at Karai.

"Hello, sexy," Karai grinned as she held up something familiar to the Beastkin, "Remember this?"

"My tail…"

"Yup, and let me tell ya. This thing is comfy as shit. Though..." Karai began as she licked her lips a bit, "It would be better if I had the complete set, if ya catch my drift~"

"Grr…" Makoto growled before wincing, _'Damn...my body's still messed up from Hazama's chain...snake thing attack. I can barely even stay conscious, much less move.'_

"Oh? Can't move now, can you?" Karai smirked, "That makes it easy to take you and Noel back to HQ for some f-ow!"

"Calm yourself, Karai," Aoiro nodded as Karai nursed the small bump on her head. She then turned her attention towards Noel and Makoto, her cold, piercing eyes gazing at them, "But she is correct. Noel Vermillion, you are to come with us to HQ this instant. As for the traitor, Makoto Nanaya...she will be dealt with."

"By me personally," Karai smirked.

Noel tensed a bit upon hearing that. She wanted to run and get Makoto somewhere safe, but Karai and Aoiro would surely chase after them. If she tried to stay in fight, then there was a chance Makoto would get hurt even further, and she can't afford that.

"So what'll it be, Noel Vermillion…" Aoiro began, gripping the hilt of her sheathed katana, "Will you come with us, or will you attempt to run?"

"Either way, you're coming with us," Karai smirked, her metal dragon-like claws already out, "Especially that Sector 7 spy, Makoto...ooh I can't wait to…'interrogate' her~"

"Karai…" Aoiro sighed as the two began to approach Noel and Makoto.

"What? Not my fault she goes around in those slutty clothes of hers," Karai stated.

"For the last time, they're not slutty! Th-" Makoto began in annoyance before wincing, _'Bad idea...VERY bad idea.'_

"Karai, Don't…" Aoiro began before she stopped, "...It appears we have company."

"Huh?" Karai raised a brow as she looked over her shoulder, "...Well well...look who the cat dragged in."

"?" Noel blinked a bit in confusion before looking over a bit, her eyes widening once she saw who it was, "Ts...Tsubaki."

"...Lieutenant Yayoi, what brings you here?" Aoiro asked as she turned around to face her, "If it's to retrieve Lieutenants Vermillion and Nanaya, don't bother. Me and Karai have this under control."

"I know…" Tsubaki nodded as she walked past the two, "I just came to give you two some assistance in detaining the prisoners."

"...oh I get it now," Karai smirked as she looked at the crimson-red head, "You want to make up for your little fuck up, don't you?"

"...As crude as you put it, yes," Tsubaki replied, not once turning to face her as she approached Noel and Makoto.

Noel tensed upon hearing that, the shy blonde feeling trapped now. As if Aoiro and Karai were bad enough, but Tsubaki was after her once more. and to make it worse, Makoto was still in need of medical attention. In short...Noel was trapped between a rock and a hard place.

"Noel Vermillion, in the name of the N.O.L…" Tsubaki began as she summoned her sword and shield. "You and Makoto Nanaya are coming with me."

Noel said nothing as she looked down sadly, the shy blonde about to give up until…

"When we get to a safe enough distance, take Makoto and run," Tsubaki whispered to Noel.

"Eh?"

"Just follow my lead, and everything w-" Tsubaki began before she tensed up, feeling a killing intent from behind her as she quickly turned and blocked a cutting wave of white and azure colored lightning, the crimson red-head struggling to hold it back as it quickly dissipated, _'Such...power.'_

"Tsubaki Yayoi…" Aoiro's voice spoke up, making Tsubaki look up to see the silver-white haired woman glaring at her with her now slitted, azure eyes, "Please explain to me why you're attempting to assist Noel Vermillion in her escape."

"..."

"Answer me now, Lieutenant," Aoiro frowned, her hand on the hilt of her katana.

"...What does Hazama want with Noel?" Tsubaki asked.

"Huh?" Karai blinked a bit, "The hell are you smoking? Did you forget? We're after her because she aided Ragna the Bloodedge in his escape."

"I know that. But...here's something else I'd like to ask," Tsubaki stated with a slight frown, "Why is the N.O.L so intent on capturing one exact person?"

"Ugh...what is this now, twenty questions or something?" Karai muttered. "..or.." she begin as she was instantly in front of Tsubaki, taking her by the arm, "Maybe you want to help Noel escape?"

"..."

"Yeah...that's a no-no." Karai grinned as Aoiro quickly got up and disarmed Tsubaki of her weapons.

"Your questions reveal doubt in your justice, Ms. Yayoi," Aoiro frowned a bit, "Surely you know what happens when you go against the NOL, correct?" she asked, "or rather, what I let Karai do to people like you?"

"...I know the consequences of going against the NOL...But…" Tsubaki began as she reached for her weapons, "I…"

"Uh uh," Karai spoke, grabbing her hands and licking her neck sensually, "Naughty girl~"

"Keep her in place, Karai…" Aoiro ordered as she looked back towards noel, "Noel Vermillion...last warning. Either come with us, or pay the consequences. Or rather...she does." she added as Karai had already remove Tsubaki's shirt and groping her, her claws out. Any mistake and Tsubaki was dead as Karai bit Tsubaki's ear.

"Yup. Plus..." Karai began as she looked at Makoto, "There's someone else who needs to be punished."

"...No..."

"...Excuse me?" Karai frowned before dodging a blast from one of Noel's guns, "..."

"I'm not running...I won't let you hurt my friends…" Noel frowned a bit, aiming her guns at the two.

"I think…" Karai noted before slashing Tsubaki's back, causing the crimson haired girl to cry out in pain before the ravenette blurred behind Noel and stomped on Makoto's head, "You forget the situation! I can kill them, eat them, or rape them."

"If she was in the mood, she'd do all three. But this is Serious Time," Aoiro stated.

"So don't think you have any control here!" Karai snapped, stabbing Makoto's hand.

"Ahh!"

"Makoto!" Noel gasped.

"So what'll it be? Your life..." Aoiro began before pointing to Tsubaki and Makoto as Karai picked them up, "Or theirs?"

"Regardless of your answer, their lives are in my hands." Karai smirked, hugging both Tsubaki and Makoto, her claws ready to impale their hearts.

"...Fine…" Noel sighed in defeat.

"Noel...no," Makoto whispered, struggling to get free.

"It was the right decision. Makoto Nanaya was hired to kill you anyway," Aoiro said, causing Noel to look at her in slight shock.

"...what?"

"Why do you think she conveniently showed up in front of you? Sector Seven knew about you, they wanted you dead and Makoto was the assassin." Aoiro informed Noel.

"Yup. But seeing as you two were best friends, she couldn't bring herself to harm someone precious to her," Karai added before smirking. "Psych! Here's her report," Karai then went into Makoto's tattered bra and pulling out a tape recorder and played it.

-That's Noel...I can't believe she was the one Kokonoe ordered me to kill...oh well I always hated her anyway. she ruined Tsubaki's life when she got the position she wanted-

Noel's eyes widened in complete shock and horror upon hearing that, the blonde beginning to shake as she dropped her guns.

"To think you both are trying to kill her and still acting like she's your friend," Karai said, groping Makoto and Tsubaki.

"Makoto...you were supposed to kill her too…" Tsubaki looked at Makoto in shock.

"No...no that's not true," Makoto replied, "I…"

"Liars, all of them." Aoiro frowned, "She's been a spy. Who would believe in such lies?"

"Makoto...no...no she wouldn't…" Noel whispered, the blonde trying her best to deny it as she fell to her knees, "...Everyone wants me gone...everyone wants to kill me…"

"This world doesn't want you," Aoiro spoke.

"It's full of lies," Karai added.

"So why don't we get rid of it?"

"...Get...rid of it…" Noel whispered, her eyes becoming dull for a mere second.

"And she's starting to freshen up.." Karai smirked, "Oi, Phantom! if ya hear me, take Noel back to HQ for a quick nap!"

At that, a being in a purple cape and witch hat appeared.

"..We'll follow soon," Aoiro said to the figure before she offered her hand to Noel, "Come, Noel. Phantom will take you to your destiny."

"Wait, Noel! What should I do about these two?" Karai asked, motioning to Makoto and Tsubaki.

"...I don't care. They're just fakes."

"Noel, don't! Don't go with those two!" Makoto tried to reason with her.

"...You will both pay for lying...This whole world will pay..." was all Noel said before she and Phantom vanished.

"Noel!" Tsubaki and Makoto cried out.

"Now…" Aoiro began as she turned back towards the two, "What to do with you two?"

"Can I rape them?" Karai asked all giddy.

"...How about we have a little game?" Aoiro suggested.

"Game?"

"Yes...to see how long they last against us…" Aoiro stated as she fully unsheathed her katana, revealing the blade to be a pure white and azure color.

"Ahh. I got you." Karai smiled, taking her clothes off.

"Karai…"

"What? Aren't we having an orgy?"

"I meant battle them."

"Oh...well either way, I'm gonna be wet as fuck," Karai grinned as she quickly put her cloths back on and stood next to Aoiro, "Oi Yayoi, Nanaya, pick yourselves up. We're gonna have a bit of fun."

"..Makoto…" Tsubaki began as she helped her up, "We'll discuss your intentions about Noel later, for now….can you fight?"

"Just...barely," Makoto replied as she tried to stand, a stinging pain in one of her arms as she raised her one good arm.

"Aoiro. If we accidently kill one, can I keep the other as my bitch?" Karai asked, her claws ready to tear shit up.

"Maybe…"

"Don't worry, Makoto. I'm rooting for you, your big ass tits, and that hot ass," Karai grinned as she put down Makoto's tail, "Besides, need ya in one piece so I can have the complete set."

"...Tsubaki, you take Aoiro," Makoto said as she glared at Karai, "Karai's mine."

"You'll have to catch me first." Karai smirked before running off.

"Oi!" Makoto snapped as she ran after Karai as best she could.

"Makoto, w-" Tsubaki began before she barely blocked a strike from Aoiro.

"Focus on the person before you," Aoiro stated, "I always admired your loyalty." Aoiro admitted as she slashed at Tsubaki again, "I was gonna recruit you into my elite unit, but you're worthless like everyone else now."

"Shut up!" Tsubaki snapped as she tried to slash at Aoiro, who immediately blocked with her sheath, "?!"

"If you can last one minute, I'll tell you where Noel will be. If you last two minutes, I'll give you a second chance," Aoiro explained as she gripped her katana with both hands.

"What if I don't want a second chance?"

"You will when I'm done with you," Aoiro said, "Just as Karai has a want for Makoto Nanaya...I have always felt…" she paused, looking at Tsubaki's body, "...Close to you, Tsubaki Yayoi."

' _...Makoto, I hope you're faring better than me right now,'_ Tsubaki thought as she got ready.

* * *

"Ugh...where is she?" Makoto muttered to herself as she stopped in an empty, muddy area before she was groped from behind, "?!"

"Welcome to my special arena, sexy~" Karai's voice purred from behind Makoto, "I'd figured maybe a good mud match would get things...going~" she said, "Once we're done, we'll continue the tour to my sex dungeon," she informed as Makoto swung her arm behind her and hit nothing.

' _Of course she has a sex dungeon…'_ Makoto thought as she looked around, keeping a close eye out for Karai.

"Once we're done, you'll be my new bitch. You won't be wearing clothes ever again, and I'll be making you wear a collar," Karai's voice echoed throughout the area, "And oohh~ the things I'll be doing to you, you won't be walking for a week~ Ooh...I think I just 'peed' a little just from thinking it." she giggled, "Oh I can't wait~!" she shouted as suddenly, Makoto was tackled into the mud with Karai's head in between her boobs, "Ahh~my pillows."

"You disgusting…" Makoto frowned a bit, trying to kick Karai off her.

"If you think I'm leaving and not get a chance to motorboat those knockers of yours, think again," Karai's muffled voice stated before Makoto managed to kick her off, "Aww~ no fair~!"

"Sorry, but you're a S and M loving bitch."

"And you're hiding."

"What are you talking about?"

"Tsubaki Yayoi...you're in love with her."

"E-excuse you?" Makoto blinked, blushing a bit as she was taken back by the question.

"You care for her. She was the one who saved you from your loneliness at school," Karai explained as she moved her leg a bit in the mud, "She stood up to those nasty, racist bitches for you. And if it wasn't for her, you wouldn't have the friends you do now."

"...That is true. Tsubaki is one of my most precious people…" Makoto admitted, "..and I'll do anything to protect them."

"No. You would do anything to protect her, you love her she's your motivation, you'll do anything to stop her from feeling your sadness you're just lying yourself," Karai stated as she cracked her neck a bit.

"Sh..shut up! **Comet cannon!** " Makoto declared as she managed to summon an energy sphere with her good arm, albeit a small one before the beast Kin punched it at Karai, **"Break Shot!** "

"But she's never gonna love you~" Karai said, ducking into the mud before the blast hit "She doubting you even as we speak." Karai's voice said, "She suspects you now after that recording." karai stated "Plus, she's always gonna pine for Jin Kisaragi...don't see why. The guy practically has a ten thousand mile stick up his ass."

"Shut up! That wasn't me at all!" Makoto argued before wincing, the pain from fighting Hazama coming back as she fell to her knees. She then felt arms wrap around her lovingly, "..Tsubaki…" she whispered, holding the hand before looking to see Karai.

"I'll give you the love you want~" Karai purred in a soothing tone "I'll grant all you're…" she started before she felt something impale her chest and looked to see Makoto's tonfa, "..."

"Get off me!" Makoto growled, thrusting the tonfa till it went through karai's heart and came out her back.

"Gh!" Karai gasped in surprise as she cough up blood before Makoto kicked the tonfa, making go through her chest completely as Karai fell into the mud.

"Phew...it's over…" Makoto sighed in relief holding her injured arm as she stood back up, "...I'd better go check on Tsu…"

"That...hurt…"

"Huh?" Makoto blinked as she slowly looked down, her eyes widening in shock as Karai began to get up, "...You've gotta be kidding me."

"Did you seriously think...that would work…?" Karai growled as she stood up, pulling the tonfa out of her chest.

"Wha….how...I…" Makoto whispered in utter shock.

"What? That you killed me?" Karai asked with a frown, "Well I got news for ya, bitch...no matter how many times you stab me in the chest, I can't die. And you know why? Because my heart is somewhere else."

"...Huh?" Makoto blinked in confusion at that.

* * *

"What do you mean it's somewhere else?" Tsubaki asked as she barely blocked another cutting wave from Aoiro.

"When me and Karai were awakened, the person who woke us up took our hearts out and put them in a strange device to ensure we don't go against the Imperator, or _his_ orders," Aoiro explained as she sent another cutting wave at Tsubaki, who rolled out of the way to dodge it.

"I see…" Tsubaki noted as she stood back up, "And this person...is it Hazama?"

"...While he had a slight hand in our reawakening, no," Aoiro replied, "The person who woke us up...not much is known about him. Only Relius Clover and the Imperator know his true name."

"His...true name?" Tsubaki repeated before she barely blocked a slash from Aoiro, her blade cutting a bit into the book like shield.

"Yes. However, there is one name he goes by...A," Aoiro explained as she kicked Tsubaki in the gut, sending her skidding back a bit, "However, if you continue to resist further, you may not live long enough to find out who he truly is."

"I...see…" Tsubaki panted as she stood her ground. She was about to charge before she felt an intense pain in her head, causing her to fell to her knees as she held her hands over her eyes, "No..no please….not now."

"...It would appear you've been fighting the effects of the Izayoi for some time now.." Aoiro noted, "...I'm impressed you've used it for this long, but you best stop now or else. If you keep using the Izayoi…" she paused as she sheathed her sword, "You'll lose your sight, followed by your life."

"...I know…" Tsubaki whispered, causing Aoiro to raise a brow slightly.

"Then why do you continue to use it?"

"...At first, it was because I could use it to complete my mission for the NOL," Tsubaki informed, shaking, "But after what happened earlier...after someone told me about someone who acted like I did from what Hazama said to me..making me want to kill my friend just because I thought she was in my way towards someone else...and after what you two did to Noel…" her grip on her weapon tightened to the point Aoiro heard the bones in her knuckles pop, "I will use this to protect my friends! To make sure that the true villains like you receive their justice!"

"...I see…" Aoiro noted, gripping the hilt of her sheathed sword as she glared at the crimson-redhead, "Is that your final answer then, Tsubaki Yayoi?"

"Yes, it is," Tsubaki replied.

"...You showed such promise too…" Aoiro sighed as she got into a drawing stance, "Very well...if that's your conviction...then it's my duty to strike you down...traitor. **Rairyu Kiba (Lighting Dragon Fang).** "

With that, she unsheathed her sword in a blur like motion, sending a azure cutting wave of electricity at Tsubaki. Tsubaki held her shield out and it unfurled its 'pages' to make a dome to shield her.

' _Hmm? She blocked my attack so easily?'_ Aoiro thought in slight surprise, _'...No matter. She won't be able to dodge this one then.'_ " **Rairyu Tsubasa (Lightning Dragon Wing).** " she whispered as she charged at Tsubaki, electricity crackling off her blade as she prepared to do a vertical slash.

Tsubaki readied her shield and sword. She rolled out of the way of the slash and her blade shifted into a whip while she swung it. The bladed whip barely missed Aoiro before it retreated back into its smaller blade state.

"...Not bad…" Aoiro whispered, her cheek cut a bit as she leapt back from Tsubaki, "No one has ever gotten a blow on me before...However…" she paused as her eyes became slitted, "That doesn't mean you'll get it easy, Tsubaki Yayoi."

"I never thought that it'd be that way," Tsubaki replied, _'Hang on, Noel, Makoto...I will survive this and find you both.'_

* * *

Meanwhile, back over with Fourarms and Hazama, the Tetramand was having difficulty with the latter, who easily dodged each of his attacks, almost as if he was toying with him.

"Come on now. Weren't you going to 'give me a beating I won't soon forget'?" Hazama asked with a smirk before leaning back, dodging another punch from FourArms, "Oop! Almost had me that time."

' _Is this how the guys I fight feel when I don't shut it?!'_ FourArms thought with a growl.

"Ooh, what's wrong? Mad that I ain't fighting back, or mad that you can't lay a hand on me?" Hazama smirked.

"Don't think that you're the fastest thing here," Fourarms growled before slapping his emblem, revealing XLR8.

"Oh? What's this now?" Hazama asked, the smirk still on his face..

"Oh, I'm furious…" XLR8 replied before his mask slid down, " _Fast_ and furious."

"Soka...well then...let's see what you got," Hazama challenged as he put his hands in his pockets.

"With pleasure," XLR8 chuckled before he became a blur.

Hazama was able to dodge the first attack before barely dodging the second one, a slight monotone look on his face.

"...So you're really fast in this form...interesting," the fedora wearing man noted before smirking, "I wonder what else you can turn into. Ooh, I can imagine Relius having a field day with you, Benny-boy."

' _He's able to dodge XLR8's speed…'_ XLR8 thought, _'Hmm...What if I cool him off?'_

With that, XLR8 stopped and slapped his emblem once more. In his place after the flash of light stood a mothman-like creature that was primarily blue with a thin appearance. Its body was detailed in blue with large blue and black moth wings and green bug eyes. The Omnitrix emblem rested on the green belt on its waist.

"Big...Chill!" the new form declared.

"And now we got a bugman, eh?" Hazama asked, "Heh...let's see how this one fares. In fact...I'll give you one free shot."

"Oh, that's really _ice_ of you," Big Chill noted, "Let's see how you like a little frostbite from the inside out!"

With that, Big Chill flew right at Hazama. His body turned transparent with a blue outline as he got close to the fedora-wearing man. However, once he tried to phase through him...he felt it. A massive wave of killing intent hit him as for a second, some... _thing_ was staring down at him, like a hungry serpent ready for the kill.

"What's wrong, Benny boy? You didn't get _cold_ feet now, did you?" Hazama grinned.

' _What was that?!'_ Big Chill shuddered, _'Felt almost like Ghostfreak…but creepier if I can believe that...wait. How does he…?'_

"Not gonna make a move then?" Hazama asked, smirking as he positioned himself for a kick, "Well...my turn then."

Before Big Chill could even react, Hazama delivered a hard rising kick to his chin, sending the Necrofridgian flying into the air before crashing into the metal floor a few feet away. Big Chill grunted as he got up only to see Hazama's foot heading for his face once more. The moth alien grunted as he was kicked up into the air. He quickly corrected himself in the air.

' _He's fast…'_ Big Chill thought before inhaling and exhaling a blast of icy air at the green-haired man.

Hazama just stood there as he took the attack head on, the icy air freezing him solid in an icy prison. However, much to Big Chill's shock, the ice began to slowly crack before it exploded, showing Hazama unharmed as he brushed some crushed ice off his shoulder.

"Impressive, but not as cold as Jin Kisaragi's ice," Hazama admitted in a slight, unimpressed tone.

' _This...It's like I'm dealing with Vilgax back when I had the original Omnitrix,'_ Big Chill thought before turning into Diamondhead, _'And depending on that, my best bet is to do what I did to him back when I re-unlocked Diamondhead.'_

"A crystal golem? Seriously?" Hazama demanded, "Ah well, at least I'll get some nice jewelry to hock."

"Don't be so sure," Diamondhead replied, "This guy I've spent a lot of time fighting as."

"Oh? So he's your A-game, then," Hazama noted, "Good to know...I've been getting a bit bored.".

"Something like that," Diamondhead replied, _'Can't really use Way Big without breaking the place and risk the mountain breaking on one side, not sure if I can get to Atomix with what I have left in the Omnitrix, and Alien X...well...no, just no. Wait.'_ "Bored? Seriously?" _'And now he sounds like Vilgax, too…'_

"Yup. In fact, the only person who could probably give me a good ol' run for my money is Ragna, but I'd rather wait for him," Hazama stated before smirking, "The show is gonna start soon anyway."

"Show?" Diamondhead repeated.

"Yup. The main actress for it has probably just arrived at the NOL Kagutsuchi Branch by now."

"Main actress?" Diamondhead repeated before his eyes widened, "Noel!"

"Correct," Hazama nodded, "Aoiro and Karai can be pretty useful when needed."

"Karai?!" Diamondhead growled.

He slammed his fists into the ground and a wave of his namesake erupted from it, heading at Hazama.

"Yup," Hazama chuckled as he leapt back from the oncoming pillars of diamonds, "And no doubt they're dealing with that little Beastkin trash. I mean by now, she's probably so busted, she won't be moving ever again." he smirked before barely dodging a giant fist made of diamonds, "Oh? Did I hit another nerve now? Heh...man. You must feel really sorry for that little squirrel bitch."

"Just shut up and fight already, you punk!" Diamondhead growled as he released a barrage of shards at Hazama.

"...So you want me to get serious, huh?" Hazama asked as the diamond shards flew towards him, "...Fine. Your funeral then... **Ouroboros."**

"You're-a-what-now?" Diamondhead asked before he barely dodged a metal snake head aimed at his head, said snake head having crashed through the diamond shards with ease, "The hell?!"

"Meet my Nox Nyctores...Geminus Angium: Ouroboros," Hazama stated as the snake head slithered around him, said had attacked to a chain that seemed to come out of the air, "A.K.A, what I used to put that little slut in her place."

' _This...just got worse…'_ Diamondhead thought.

* * *

"Gah!" Makoto cried out as she was knocked back into the mud, more cuts and bruises on her body.

"I'll let you know, I don't mind cuts on my property," Karai stated, licking a bit of blood off her claws. "But I'm not afraid to kill you either," she said while stomping on Makoto's back, "I'm just avoiding it because one; lesbo sometimes bi depending on the man. Two; I like you. And Three; I want to fuck you while you're alive...or I could fuck you, eat you and kill you all at once."

"G...gah…" Makoto grunted as she tried to get up with her one good arm, only for Karai to push her back down in the mud

"Eat the mud, bitch," Karai said as she pushed Makoto further down into the mud, "You know the body, human or Beastkin really, reaches its sense of pleasure when nearing death, 'cause you'll never feel more alive until you're about to die."

"..I...won't...die…" Makoto grunted as she tried to force herself back up, "Not..until I...get Noel and Tsubaki back…"

"And you think they want you back?" Karai scoffed, "Face it. They were probably tricking you to be their friend for the past few years."

"That's...not true...those moments we shared together back at the academy...those are real…" Makoto grunted as she slammed her fist into the mud, the Beastkin forcing herself back up as best she could

"Even so, Noel distrust you. And Tsubaki...now she thinks you both wanted her dead."

"That's not true!" Makoto snapped as she managed ot get Karai off her, the Beastkin tackling the ravenette into the mud, "I don't know how you got that recording, but that wasn't true! I would never kill them!"

"Funny how you said that instead of it wasn't _me_." Karai said in Makoto's voice.

"Wha-" Makoto began before Karai uppercutted her hard in teh chin, knocking the Beastkin off her, "Gah!"

"Ahh, sweet Makoto." Karai with Tsubaki's voice now cooed as she lifted Makoto's head up, "Did you fall and hurt your chin~"

"...H...how're you doing that?" Makoto grunted as she tried to get up, wiping some blood from her mouth.

"Who said I ever had my own voice?" Karai said in the voice of Ben, "Remember, Murakumo unit, nya," she added in Taokaka's voice next, "But..I'm a bit special. Besides you should see Aoiro's trick. Tsubaki's going to love it~"

"Where'd she go?" Tsubaki whispered, having lost track of Aoiro a while ago.

"Tsubaki." a voice said as she turned to see Jin.

"J...jin…" Tsubaki whispered, her eyes widening in surprise upon seeing him.

"Are you alright?"

"I...I am. Demo...what're you doing here?"

"I was worried about you, Ben Tennyson told me you two were in danger, where's Makoto?"

'...She's off somewhere, dealing with Karai."

"You're hurt." he noted, holding her cheek, "Did Aoiro do this to you?"

"...Yes. I was fighting her, but I suddenly lost track of her," Tsubaki answered, blushing a bit before Jin held her close.

"I'm sorry for being late. I had somethings to take care of..." Jin whispered as he held her close.

"...Jin…" Tsubaki whispered, blushing a bit more from the hug. before he cupped her cheek.

"You've always were beautiful. I should've had you by my side." he told her.

"Jin I...grk!" Tsubaki paused as blood drip from her mouth and she looked to see Aoiro's sword impaling her through the stomach, "...wha…" she said before Jin kissed her, "?!"

"...Hmm." Karai blinked as she looked up, "Okay...got it. Alright. Enjoy, sis," she smirked as she looked back at Makoto, who was trying her best to stay up as her body and clothes...or, rather, lack thereof since they were almost completely torn to shreds by this point and were stained with mud and her blood.

"What's so funny?" Makoto panted.

"Aoiro just knocked out Tsubaki Yayoi," Karai replied, causing Makoto's eyes to widen, "Oh, don't worry. They'll be here to join us soon enough." she said, pointing to a door labeled 'sex dungeon'.

' _...Okay Makoto, time to swallow some pride.'_ Makoto thought as she dropped her weapons, making Karai blink.

"Huh?"

"Well fine. Never cared much for those bitches anyway."

"...Excuse me?"

"Sector Seven made me babysit them since the Academy. I was so bored." Makoto yawned, making Karai blink twice.

"What the hell is happening right now?" Karai whispered in utter confusion.

"But you know, I've always been attracted to strong females...why I hanged around Tsubaki hoping to get into her pants," Makoto said with a small smirk as she walked over, "But I recently learned something...I think I like being treated like a toy."

"Oh? Really now?" Karai asked with a slight, perverted grin.

"Shut up and let's fuck." Makoto said before kissing a shocked Karai, who literally couldn't believe this was happening as Makoto pulled her back against the wall, allowing Karai to press her breasts against her own. _'Ewww~! What the hell is wrong with her tongue?! It's freaking huge and long!'_

"About time you surrendered yourself to me~" Karai purred into the kiss, her hands tracing up and down Makoto's body, "I'm gonna treat you like a queen, baby. No one's gonna take you from me."

' _Keep talking,'_ Makoto thought, moving her feet to get her tonfa.

"You'll be mine, and mine alone…" Karai whispered as her tongue continued to explore Makoto's mouth, "I'll be fair and love you and love you only."

' _Oh god she's so crazy, it's sad,'_ Makoto thought before Karai tore off what was left of her top, "Me too now tell me more butter me up."

"I'm gonna have a hell of a time with you...you sexy little squirrel you~" Karai purred once she pulled her tongue out of Makoto's mouth, licking her lips a bit.

"And I'm gonna enjoy every minute I hope?" Makoto teased, taking her free hand and tracing a heart across Karai's chest.

"Oh fuck the hell yes~" Karai smirked, her dragon tail swaying a bit

"Yeah...too bad you won't."

"..Huh…"

"Die!" she snapped as Karai saw Makoto's tonfa go through her heart.

"..." Karai just looked at the impalement and slumped over as Makoto sighed in relief.

"Phew….burn in hell bitch...burn in hell." Makoto said happily, "Now to get you off me." she said pushing Karai...who refused to budge. "Wow dead things are heavy."

"...I'm not dead, slut," Karai snarled.

"Wh-" Makoto began in shock.

"I'M JUST REALLY FUCKING PISSED!" Karai roared as she punched Makoto hard in the gut, causing her to cough up blood as she began to lose consciousness, "Don't you fucking pass out!" she growled as she grabbed her head and slammed it against the wall, "Don't you go the fuck to sleep on me, you fucking cunt!" she snapped as she threw Makoto into the mud before constantly kicking her in the gut, causing the Beastkin to cough up more blood, "GET UP! GET UP, YOU FUCKING PIECE OF SHIT! Y-"

"Karai, that's enough," Aoiro's voice ordered, causing the ravenette to look up and see her sister walking up to her, carrying an unconscious Tsubaki, "Our mission is already complete. We need to return to..."

"Screw you, Aoiro!" Karai snapped before kicking Makoto once more, "This little bitch fucking stabbed me twice! I have every right to be pissed!"

"...That may be, but we still need her alive," Aoiro countered, "She knows where Kokonoe is hiding out, and we need to get the info out of her."

"...Yeah, fuck that," Karai frowned as she moved Makoto onto her back, the ravenette picking up one of her claws, "I'm gonna kill this little cunt here and now."

"Karai, d…" Aoiro began before tensing a bit, "...Someone is here."

"Ugh...who now?!" Karai exclaimed in annoyance, "Can't I just have one god damn…!"

" **Tempus Gaia!** "

The mud beneath them shot up instantly, slamming Karai and Aoiro away from Tsubaki and Makoto, tail included. A hand caught the falling tail.

"...Grr….!" Karai snarled, her eyes becoming slitted as she shot up, "Alright! Who the fuck has the balls?!"

" **Deus Aero Lumos Maxima**!"

A strong wind erupted in two directions before the two and collided, creating a flash of light right in their faces. When the light faded as Karai cursed up a storm from being blinded, Tsubaki and Makoto were gone.

"...You gotta be shitting me!" Karai snapped as she slammed her fist on the floor, "Who the hell took them?!"

"...I don't know…" Aoiro stated as she stood back up, "But whoever they are...they seemed to be skilled in magic...powerful magic."

"Grr…Fuck it!" Karai snapped as she began to stomp off, "Let's just head back! I don't want to miss the moment Noel turns into her true self!"

"...Let us inform Hazama w-"

"Fuck that! I am NOT going to talk to that snake prick right now!"

"...Karai, you need to calm down a-"

"I AM COMPLETELY CALM!"

* * *

Back over with Diamondhead, he...was having major trouble fighting Hazama. Not only could he not land a hit on him, but most of the green haired man's attacks began to leave small cracks in his body. And that weapon...Ouroboros, he think it was called...it was like he was facing an actual snake.

' _Only issue with fighting something like a snake is that the only snake-like guy I've fought was Sssserpent and that guy was easy enough to beat up,'_ Diamondhead thought before his arm was struck and fractured more, _'Okay, Diamondhead's body isn't standing up. Better go up a notch in defense. Last change I've got, too...'_

Slapping his emblem, a green flash of light occured and the snake-like weapon bounced off with a loud clang. In place of Diamondhead was a humanoid alien that looked more like a furnace with bulky arms and legs. The emblem was on the round extension on the front just below the head's grill-like face.

"NRG!" the new form declared, a Russian accent heavy in its voice, "I should varn you, don't try to touch me. You von't like it one bit."

"Hmm...a walking oven eh?..Well noted then," Hazama noted before the snake-like chains headed straight for NRG.

"I should also mention dat my armor…" the chains clanged off his body when the tips made contact with it, "...Can only be cut by a specific mineral. My turn, ja?" with that, his grill began to glow before a red beam shot out at Hazama from it, "Ja!"

Hazama sidestepped the attack as it collided with a stone pillar, said pillar instantly melting upon impact.

"...Well now...if that had hit me, I'd have one nasty burn, wouldn't I?" Hazama smirked a bit, looking at the melted remains of the pillar.

"Ja, if you did survive, though...vell, pure radiation could result in radiation poison and terminal cancer," NRG chuckled, _'Unless you're certain aliens, then all you get is a nasty burn.'_

"Ouch...must suck for any poor sap that goes against you, huh?"

"Depends," NRG replied as he cracked his knuckles.

"...heh. Noted…" Hazama smirked as he prepared himself.

NRG's visor glowed once more as he began to fire more lasers at him. Hazama side stepped each shot as he moved in close to NRG. Once he got in close, something quickly pulled him back just as NRG was about to strike him, the snake like chain soon wrapping itself around the stove-like Alien before tossing him into a stone pillar, shattering it. NRG grunted as his body turned red and melted the stone covering him before going back to its normal coloration.

"Come on, this is starting to get a bit boring. You haven't hit me once," Hazama stated in a slight bored tone, "And yet all I've been doing is hitting you and tossing you around like a rag doll."

"Heh. True, I haven't directly hit you, but you do know dat you are standing in an area that's filling with pure radiation, ja?" NRG pointed out before slamming his hands on the ground, the hands turning bright red with radiation.

The radiation went towards Hazama through the ground, melting it as it got towards the green-haired man.

"..You do realize if you melt this thing, you'll take both of us with it, right?" Hazama asked in a deadpanned tone.

"Ja...but if I fall on you, den it is good," NRG replied, _'That and I can get out of this armor and fly.'_

"Yes, but there could be other people on the floors beneath us," Hazama countered with a smirk, "Care to take that chance?"

' _...Some days, it just doesn't feel fair to be a hero,'_ NRG mentally sighed as he stopped the melting and instead began to just fire at Hazama, only for him to dodge to the side, _'Damn it!'_

"Come on. You'll have to…" Hazama began before he stopped for a moment, "...I see...well I don't want to be late now, do I?" he then looked back at NRG, "Sorry, but it looks like our little game is done…"

"Vat?" NRG questioned as he stopped firing.

"I need to be somewhere important, so I need to leave," Hazama stated, about to walk off before NRG fired at some cans nearby, starting a fire to block his path, "...Kid, you're starting to piss me off, and trust me…" he paused as he looked over, his eyes opened, "You don't want to see me when I'm mad."

"And I thought you vere snake-like before," NRG growled before a groan went off, "What's huh?" he looked down to see that he had stepped on a weakened part of the ground from his radiation earlier, "F…" the ground broke and he went through, "Gaaaaaaaaaaaaa!"

"...Huh...how convenient," Hazama noted before shrugging, "Oh well."

* * *

"Okay, I just need to…" NRG began to say as he fell further and further down before his emblem began to flash red and green, "...Ty dolzhno byt' razygryvayesh' menya (You gotta be kidding me)." With that, the Omnitrix timed out on him, turning him back into Ben, "...Oh, come on! Not now!" Ben exclaimed as he fell, hoping to find at least something to grab onto, "Craaaaaaaaaaaaa-aaaaaaaaaahhhhh!"

As he fell, time seemed to slow down as he thought back on his life...everything he did...and all the events that led him up to this moment. Was this...was this really the end for him?

' _...well, unless a miracle or something happens...I guess this is…'_ Ben began in his thoughts before realizing something, _'Why am I not falling anymore?'_

Looking down, he saw he was lying on a glowing magenta pillow the size of his body. The pillow was connected to something out of his sight by a magenta line of light that began to reel him in.

"You forgot to watch where you're stepping after using NRG again? I thought you were learning after the tar and pillow factory incident, Tennyson," a voice chuckled.

' _...Wait a minute...it can't be…'_ Ben began in his thoughts, his eyes widening upon hearing the familiar voice as he slowly looked up.

Standing there were a pair of people, the shorter of the two having the light coming from a sphere around their hand. That one was a young woman with her orange hair pulled back into a ponytail and a pair of reading glasses on her nose. Her body was covered in a blue bodysuit with the arms and legs black, a pair of blue heeled boots trimmed with gold on her feet and a pair of gloves of the same design on her hands, the backs sporting a black cat emblem to them. Around her neck was a blue scarf that went down to her knees, looking more like a cape with a hood than just one long scarf. Around her waist was a gold belt with a black cat head-shapd buckle. The frown and narrowed green eyes she had did not show she was happy.

The other was a head taller than the young woman, his shaggy black hair pulled back into a wolftail, letting two bands frame the sides of his face, his onyx eyes filled with amusement. His rugged body was covered by a black shirt with a jean jacket. On his neck was a chain-shaped necklace with a charm resembling a broken lock with an '11' carved into it. He wore a pair of blue jeans with multiple pockets and black running shoes.

"Benjamin Kirby Tennyson…" the young woman growled in annoyance, "Why is it that we have to hear from Paradox than you that you need help...again?!"

"Kevin?! Gwen?!" Ben exclaimed, a look of surprise, pure shock, and utter disbelief on his face, "Wh….how…?"

"Like Gwen said, Paradox filled us in on what you got yourself into," Kevin replied before thumbing to nearby, "And can you believe it? He dumped us near a place where some freaky shit was going down. Did save two girls in distress, though."

"...Did one of them have animal ears by any chance?" Ben asked, recalling to what Hazama said about Karai and Aoiro ambushing Makoto and Noel.

"Yeah," Gwen replied, "Poor girl. When my mana felt that what Kevin grabbed was connected to her, I managed to get it reattached. Any longer and the mana in the tail would've been fully gone and her tail unattachable."

"Pretty much after that, we bandaged the two up," Kevin added, "And damn was the girl with the squirrel ears messed up, not including the tail thing since that was obvious."

"Had to clean it thoroughly, too," Gwen shuddered in disgust, "Don't ask, Ben. Jus...Just don't, okay?"

"Right…" Ben nodded as he slowly got off the 'pillow,' letting it vanish and the light to go into the sphere around Gwen's hand before that faded away, "...Hazama…" he frowned a bit as he looked up, "...I really hate that guy."

"Wait. Isn't that the guy Paradox told us to not get into a fight with, but just run from?" Kevin asked Gwen.

"Huh?" Ben blinked a bit as he looked at him, "What're you talking about? Paradox told me to not fight a guy named Terumi."

"He told us to avoid fighting a guy named Hazama," Gwen noted, "Said that someone else was supposed to fight him."

"Some dude named Ragna or something," Kevin added.

"...I see…" Ben noted, about to walk away before a mana barrier blocked his path, "..."

"Ben, we need to talk," Gwen stated.

"...About what?" Ben asked, still facing the mana barrier.

"What's been going on here," Gwen informed, "We need details about what you've seen and who you've met if we're going to be able to help."

"Better do what she says, dude," Kevin spoke up, "Plus, you gotta let the Omnitrix charge before you decide to charge into someone like Rath or Terraspin."

"...Fine," Ben sighed a bit in defeat, "Is there a safe place we can talk?"

"Not sure," Kevin shrugged.

"...Well where did you leave the two girls at then?"

"Someplace safe," Kevin answered.

"...We'll talk here then," Ben sighed as he sat down, "And trust me, I got a lot to talk about."

* * *

 _SZ: Finally done with this chapter...but failed to get it out before Christmas._

 _Ellie: it's fine. I had a good time with the dress A5L-san made for me._

 _SZ: ahh...well that's g...wait…*sees GT and Roll here*...what're they…?_

 _Ellie: I invited them._

 _SZ: Oh...cool. *looks at readers*but yeah...things just got a bit interesting, btu at the same time worse._

 _GT: True. Fur one, Hazama showed how bad he is by beating Ben like he did as Fourarms, XLR8, Big Chill, and Diamondhead._

 _SZ: Yeah...and Noel's in the enemies hands...and...well...you saw what happened with Aoiro and Karai._

 _Ellie: *shudders*I don't want to bump into Karai of all people._

 _Roll: *covers chest* Hai._

 _SZ: Yeah...and Makoto and Tsubaki had a real hard time with them...but other then that, it seems Tsubaki is starting to see things me clearly...so to speak._

 _Roll: I thought she was going blind from using her weapon._

 _Ellie: I mean he means is that she's starting to see the NOL for what it really is, Roll-chan._

 _Roll: Oh._

 _Ellie: Hai...oh. And Makoto-chan finally got her tail back._

 _Roll: That's a relief. I felt so sorry for Makoto-chan._

 _SZ: Yeah...also, looks like Kevin and Gwen are here to help Ben out. But...what's going to happen next? Will Ben be able to get Noel back? Or is Hazama gonna succeed in 'waking up' Noel's true self? Guess we'll find out next time..oh, and for those who're asking for Omakes and stuff...dont' worry. There will be Omakes...or rather, gag reels/chapters. What kinds...you'll have to wait and see._

 _GT: *nods* Can't wait to see them...er..._ read _them._

 _SZ: Yeah...speaking of gag reels...it's kinda wierd that in Bullet's gag Reel for Chrono Phantasma is that she was subjected to Miss Litchi's little cosplay show._

 _Ellie: Why's that wierd?_

 _SZ: Don't know...except I would've thought Makoto would've been next since Tsubaki and Noel did it too in Continuum Shift and Calamity Trigger respectively._

 _Ellie:...huh. That is kind of a good point. Maybe the writers couldn't think of any good outfits to put her in._

 _Deadpool: I got a few... , Tifa Lockheart, Yang from RWBY…_

 _SZ: Can someone get rid of him so we can end this already?_

 _GT: *throws Deadpool into a room labeled 'Wither Storm Room. DO NOT ENTER.'*_

 _Deadpool: OH GOD NOT AGAIN! *gives girlish scream* THESE ARE NOT TENTACLES THAT I LIKE! Oh god! It's trying to WITHER ME AGAIN! HELP!_

 _GT: There we go._

 _SZ: Thank you. Ahem...now then…*looks at readers*until next time minna, I'm Seanzilla115, and stay tune for the remaining chapters of this arc._

 _Ellie/Roll: See you next time, minna!_


	9. Rebel 8

_SZ: Hey, minna. It's Seanzilla115, and my birthday has passed once more. And it was good. Got quite a few things, such as some games, some cards, a pretty awesome b-day dinner. Best Ribeye steak I've had. Oh and the cake was delicious. My sister made it, and the frosting she used was a mix of Cool Whip and vanilla frosting. So over all, I had a pretty good Birthday. But enough about that. Time to resume work on this story. But first, disclaimers._

 _Disclaimers: I don't own anything in this story, nor do I own the Ben 10 or Blazblue franchises. I do though own any OCs and OC Aliens that'll appear in this story while...uh, Benfire belongs to the Ben 10 fan base._

* * *

The evening sky...a beautiful, yet mysterious thing that has many secret meanings behind it. Usually it symbolizes the end of a perfect day, the calm before night sets in, a romantic evening between two people...or the beginning of something dark and evil. The setting here though seemed to be the last case as a dark, looming monolith seemed to pierce the sky, faint energy rings with runes embedded in them surrounding the monolith. On top of the monolith was a large, dark-silver sphere decorated with angel wings, runes embedded on the sphere and wings as it gave off a faint glow, almost as if something...or rather, some _one_ was resting in it.

"...Sheesh. Did it take this long for us to wake up?" Karai muttered as she and Aoiro looked up at the monolith,a look of boredom on the former's face, "I mean, I'm glad we got her in there and 'convinced' her that this world is meaningless and crap, but still…"

"Now now, Karai. You must be patient," Hazama's voice spoke up, causing the two to see the fedora wearing man walking towards them, "Something as special as this takes time, you know."

"Tch! I know, but isn't there some way to speed it up at least? I'm bored out of my fucking skull here," Karai stated.

"Heh...funny. First, you were pissed when I saw you, and now you're bored," Hazama chuckled a bit, "Heh...bit mixed up today, are we?"

"...Fuck off, snake," Karai muttered before Aoiro hit her in the head with her sheathed katana, "Ow! The fuck, Aoiro?!"

"Watch your mouth," Aoiro frowned as she hit Karai again, "Our sister is about to awake soon, and we don't need you corrupting her with your foul mouth."

"...Fine," Karai muttered in defeat.

Hazama could only chuckle a bit at the scene. In truth, he didn't expect Karai and Aoiro to be around in this timeline. In fact, he didn't expect Noel Vermillion to be so easily convinced into changing into her true self. Whoever this A character was, he know how to get things done and fast. So far, he had revived and 'fixed' five Murakumos that shouldn't even exist in this timeline...albeit three of them have scattered across the world, but still. Hazama could list a few of the other things A has done, but they weren't important at the moment. For now, he wanted to focus on reawakening the sword of the godslayer.

"By the way, you said Ragna was coming," Karai asked, "Is he coming or not?"

"Ahh...yes about that. He is certainly coming," Hazama replied.

"YES!" Karai whooped as Aoiro gave a small smile.

"But I have something special to tell you both," Hazama added with a smirk, "You two…"

"Yes…?" Karai grinned in anticipation.

"Will…"

"Yes…?!" Karai exclaimed in almost pure excitement.

"...Not be meeting him personally."

"...What?" Aoiro frowned a bit as Karai's ecstatic look evaporated.

"I said neither of you will be meeting Ragna," Hazama replied.

"NOOOOO!-!-!-!-!" Karai roared in pure anger.

"Now now, Karai. Calm down…" Hazama chuckled as Karai growled in pure anger, "Contain the calamity...that is your mammaries."

Karai just gave an gurgling growl in response as her eyes twitched violently.

"Why aren't we allowed to see onii-sama?" Aoiro demanded with a frown.

"Simple. You're not needed," Hazama replied.

"And why's that?" Aoiro frowned further.

"Haruka's back. Or as you both know her as…" Hazama began as he gave them a slight, bone-chilling grin, "...Gamma."

Aoiro's anger instantly vanished upon hearing that as her eyes widened in shock and slight fear while Karai paled greatly.

"...That monster is here?" Karai whispered, fear evident in her eyes.

"Heh...that's funny coming from you," Hazama smirked a bit.

"Hey! I may have 'fun' with my prey, but I am not the same as that psychopath!" Karai snapped.

"Why not? The whole 'innocent on the outside, dangerous on the inside' thing works so well for her," Hazama stated, "Too bad Delta, Epsilon, and Nu aren't here. It would've been a nice, family reunion for you girls."

"Yeah. Like I'd want to deal with that egomaniac Delta, or that yandare Nu, or deal with fucking Gamma!" Karai shouted as she began to walk off.

"Where do you think you're going?" Hazama asked.

"Over to Ikaruga! I am not staying in this damn city as long as Haruka's here!" Karai snapped as she stomped off.

"...I'll accompany her," Aoiro stated as she began to leave as well.

"Aww….you too, Aoiro?" Hazama 'pouted'.

"No offense Captain Hazama, but I'd rather not have anything to do with Gamma," was all Aoiro said as she began to leave the area.

"...Eh. Suit yourself," Hazama shrugged as he looked up at the sphere, "Soon...we'll show everyone...no. We'll show this world the truth...Mu-12."

* * *

Meanwhile, Ben had finished explaining everything to Gwen and Kevin. The people he's encountered, the events that led up to this point, some of the things he found out in this world, pretty much everything before his encounter with Hazama.

"So you've already met the two girls we helped rescue from those two crazy chicks," Kevin noted.

"We were just lucky that Makoto's tail hadn't been severed for too longer, otherwise I couldn't have reattached it with just mana alone," Gwen spoke.

"Good," Ben nodded before sighing a bit, "But now...the NOL has Noel."

"I don't get it. Why's this girl so important to them?" Kevin frowned, "...You think she's this world's version of an Omnitrix or something?"

"I don't know...but that Hazama guy really wanted to get his hands on her," Ben stated before frowning, "You've already seen what he could do…"

"We haven't seen the guy yet, but Gwen here was able to sense you and the guy you were fighting," Kevin replied.

Gwen gave a small shudder, "That was not human. Whatever you were fighting, it wasn't human or alien or-or anything I've ever sensed before."

"Yeah...I felt it too when I tried to freeze him as Big Chill," Ben shuddered a bit before wincing, holding his bandaged arm.

"Easy now, Ben," Gwen advised as she looked at the injury, "Reckless as ever when it comes to protecting others."

"Good to see that hasn't changed. It'd get boring," Kevin joked.

"...I had got it when Tsubaki tried to attack Noel," Ben explained before frowning a bit further, "Hazama manipulated her into trying to kill her friend."

"Yeesh. This guy isn't like that splinter cell of the Plumber's is he?" Kevin winced.

"No, he isn't," Ben shook his head, "I couldn't even land one blow on the guy, even as XLR8."

"One of your fastest aliens couldn't even grab the guy?" Kevin raised a brow.

"Yeah. And those weapons of his…" Ben began before giving a slight shudder, "It was like I was actually fighting a snake."

"Weapons?" Gwen questioned.

"He has this weapon called...Ouroboros," Ben replied, "It's these chains with metal snake heads on them."

"Ouroboros?" Gwen repeated, "The symbol of a serpent or dragon eating its own tail?" she pursed her lips as she paced, "Why would he name his weapon after the symbol of cyclicality or self-reflexivity?" she looked at Ben, "Did it let him do anything strange?"

"Yeah...for one, they came out of this weird, energy gate," Ben explained, "And...I don't know how, but they let him pull himself across the air.".

"So we've got a snake version of SpiderMonkey?" Kevin asked.

"Strange...Ouroboros is meant to symbolize a cycle, sort of like the cycle of a phoenix in which they're born, live their lives, burn up, and then come back as a newborn in their own ashes," Gwen noted, "Yet those powers...They don't act like like that." her eyes widened, "Maybe...They might have a secondary effect if they hit the opponent and cut into their body."

"...Now that you mentioned it...even when I was Diamondhead...when those snake heads bit into me...it felt like they bit into my soul," Ben spoke up.

"Of course! When they hit someone, they must transfer energy from them into the wielder which can be used to attack more and drain more!" Gwen's eyes widened.

"...that has to be why he was able to beat me so easily," Ben guessed, "But...there's something else that's been bothering me."

"You mean aside from how weird this universe is?" Kevin asked, raising a brow.

"No...it's that...he somehow knew my name," Ben replied, "I don't know who, but Paradox told me there's someone in this world that's...uh...I don't remember much, but I know he's not from this world.

"You think it might be Eon again?" Kevin asked.

"Dunno," Ben shrugged, "...But if it was, I highly doubt he'll side with a guy like Hazama. Aside from being tough...he's insane."

"So that's new?" Kevin asked, "A lot of guys we fight are tough and insane. Remember the Incursians?"

"Don't remind me," Ben groaned a bit as he stood up, "But moving on. There's one thing I need to do."

"...Ben. You're not gonna try and go after him alone, are you?" Gwen asked with a slight frown.

"Unless you two are coming, I am," Ben replied, a serious look on his face, "Makoto and Tsubaki...before what happened with them, they made me promise them to look after Noel for them. And I'm not gonna go back on that promise. Plus...not to sound a bit cliche or anything but...I got a bit of a score to settle with Hazama."

"You're right, that did sound a bit cliche," Kevin joked, "Doesn't mean we're not gonna let you go alone." he punched his fist into his open hand for emphasis...only to blink twice when it gave a wet smack, "...Huh?" looking down, he gave a disgusted noise, "What the heck…?"

"What?" Gwen asked as she looked at Kevin's hands, "Kevin, where did this sludge come from?"

"I don't know," Kevin replied.

" _ **w…...his…? som...ng...en?"**_

"...Did...you guys hear something?"

"...Please tell me they don't have mutant alligators in these sewers," Kevin deadpanned before the slime on his hands spasmed and shot off, "What the…?!"

The three turned and Gwen formed a sphere of mana in her right hand to light up the pipe better. The slime slithered and coalesced with a massive pile of the strange substance. Attached to it was a white mask with two holes for eyes and a hole for a mouth.

" _ **...mething...s...ng mag…? ….are...ta?"**_ the slime creature's mask spun around as it seemed to try to say something, the holes in it shaping to resemble a quizzical expression.

"...Okay first: What? Second: The hell is that thing?!" Kevin demanded.

" _ **And….e...n?"**_ the creature continued.

"Speak english, you!" Kevin growled before a large clawed arm made of bones emerged from the creature.

" _ **I…...o...gry…"**_ the creature noted before lunging at them, _**"...OD!"**_

The group tensed as they moved out of the way before the slime-like creature could grab any of them. When the creature got up, it began to twitch a bit before it...began to spit creepy looking bugs at the group.

"What kind of bugs are those?!" Kevin exclaimed in disgust as he put a hand on the wall and absorbed the material to coat his body in it before delivering a punch to splatter one of the bugs apart, "Ugh! They're made of the stuff!"

The creature slithered up onto the top of the pipe as it released more and more bugs at the three.

"Okay, seriously, I am THIS close to losing my lunch!" Kevin snapped as he punched another bug, "This whole damn world is messed up man!"

"Agreed," Gwen replied, making a mana barrier to block the insects from getting to them.

" _ **Inter…. ….can…..ers…"**_ the creature examined before it jumped onto the mana barrier and formed spied bones to repeatedly strike at the barrier.

"Ben, a little help please!" Gwen grunted as she had to keep repairing the barrier since each hit shattered the spot the spike had hit.

"On it!" Ben replied as he searched through the various Aliens in his Omnitrix before he stopped on the one he wanted, "Time for Big Chill!"

With that, Ben slapped down on the Omnitrix. In a flash of green light, Big Chill...was not in the place of Ben. Instead, it was a small white alien with ears resembling headphones. Its solid green eyes blinked twice before looking at itself.

=I didn't want Echo-Echo= the alien noted as the creature jumped onto the ceiling and reshaped itself into a pot =What now?=

A purple beam erupting from the top of the 'jar' was his response. The barrier shattered on impact and knocked the three away from each other. The creature ceased its attack and began to slither towards Gwen.

=Gwen, Watch out!=

Echo-Echo released a sonic blast at the creature. It let out a freakish screech as its liquid form trembled and spasmed as if it were in agony. It moved away from Gwen and rushed at Echo-Echo to try to stop him from firing another attack. Echo-Echo split into two and the creature managed to grab the one on the left.

=HELP!= Echo-Echo 2 shouted before her was thrown into Kevin as the creature moved away from Echo-Echo, shouting something in its strange voice.

"What was that about?" Kevin groaned.

"Whatever it is, it must not like metal or sound," Gwen noted, groaning as she got up.

=No kidding= Echo-Echo 2 groaned as he got up, staring at the slime-like creature, said creature seemingly waiting for them to make a move.

=You thinking what I'm thinking?= Echo-Echo 1 asked as the two got back together.

=You know it= Echo-Echo 2 nodded.

=Wall...of…= both inhaled before splitting into a total of fourteen of themselves =SOUND!-!-!-!=

The Slime-like creature let out an ear piercing cry as it used the bone like limbs to cover its 'ears', its body going erratic as it tried to stay in its current state. It tried to release some bugs, but the sound caused them to rupture the moment they were starting to form. FInally, it let out an agonized wail over the noise and slithered off like mad.

"Okay. I hate sewers even more than I did before," Kevin informed as Echo-Echo turned back into Ben.

"Any idea on what that was?" Ben asked.

"I don't know...but for a few moments...I thought its mana was...human…" Gwen noted.

"Human?" Kevin repeated, "That…'thing' was once human?"

"I think it was," Gwen noted, "...What is wrong with this place?!"

"A lot…" Ben replied, "The ground is polluted with a stuff called Siethr, so the people had to build cities on top of mountains to steer clear of it."

"Ahh...and Seithr is…?"

"Wait. Paradox didn't tell you guys anything about this place?" Ben blinked a bit.

"Just the place you were at and stuff," Kevin shrugged, So...what's this Seithr stuff?"

"...Before I answer, did Paradox tell you anything about the Black Beast?"

"Yes," Gwen nodded.

"That was one big thing," Kevin noted, "You think it was Vilgax's pet that he abandoned after he got tired of experimenting on it?"

"Dunno. But...basically, it released Siethr from its body everywhere it went," Ben explained, "And if you get exposed to it for long, you either die, or turn into something that's….not even human anymore."

"You think that whatever it was we just fought was the result of too much of that stuff?" Kevin asked.

"Most likely."

"...Yeah….I'm ready to get the hell out these sewers now," Kevin shuddered a bit.

"Hold on," Gwen informed, her eyes glowing magenta, "Someone's coming."

"Hello! Is anyone down here?"

"...Wait. I think I know that voice," Ben spoke up, _'If it is who I think it is...let's hope she remembers my voice.'_ "Ms. Litchi? is that you?"

"Oh my. Ben?! Hold on, I'm coming over! Just stay right there!"

Litchi emerged from around a corner and Ben's face lit up in a large blush. Instead of her regular attire, she was now in a red and gold Chinese fighting dress, showing off more of her figure then her medical outfit had. It didn't help that her top was parted, exposing her black bra and impressive bust. Her hair had been let go into a ponytail while the panda was still on her head. In her hands was a large black staff with gold ends.

"Phew. You're okay," Litchi gave a relieved sigh.

"...Uh….y-yeah. We're okay," Ben nodded, trying to shake of the large blush.

"Whoa! I thought the squirrel girl had the-OMPH!" Kevin grunted.

"What were you saying Kevin?" Gwen sweetly asked as she cracked her knuckles.

"N-Nothing…" Kevin gave a nervous chuckle.

"Hm? Oh dear! I hope you three are okay," Litchi noted, "Come on. It's not safe down here."

"R...right...Oh wait, Kevin," Ben began as he whispered to Kevin, "Where did you say you hid Makoto and Tsubaki?"

"Down that way," Kevin replied, pointing to the tunnel Litchi was starting to go down.

"Thanks," Ben nodded as he looked back at Litchi, "There's two more people down the way you came in, Ms. Litch. They're injured and need some medical attention."

"Oh my goodness!" Litchi gasped, "Did they get attacked by Arakune as well?"

"No. We didn't know where there was a hospital since we just came here this morning and just met Ben before that slime creep showed up trying to eat us," Kevin shrugged.

"We were able to treat some of their injuries, but we still need to get them to a doctor," Gwen added.

"Well, don't worry. You're looking at one," Litchi assured, "Now where are the injured?"

"I'll show you," Gwen offered as she walked ahead.

"...Dude," Kevin whispered over to Ben as they and Litchi began to follow Gwen, "Mind if I ask ya something?"

"...Uh sure," Ben whispered back.

"How is it that whenever you go off on your own, you end up running into all the hot chicks?" Kevin asked.

"Dude...seriously?"

"I'm serious. That squirrel girl's rack was bigger than her freakin'..."

"Kevin, what're you and Ben talking about?" Gwen asked, not even once looking right at him.

"Nothing!" Kein squeaked out.

"..." Gwen turned back to Litchi, "So you're the only doctor in the lower areas of this city?"

"Yes. But I have a great student," Litchi replied, "So soon there will be two doctors to help people in the lower areas."

"Ahh...that's good to hear," Gwen nodded.

"...Kevin," Ben whispered, catching the ravenette's attention, "After we've finished healing up, we're gonna set a game plan."

"Oh? No 'going in head first' this time around?" Kevin joked.

"No...after dealing with...you know who, we're gonna need to be prepared for whatever we end up facing," Ben stated.

Kevin nodded.

* * *

Later, after having reached Litchi's clinic, Gwen looked around the building.

"It's strange...Do you think we're somewhere near China?" Gwen asked as Kevin looked at a few photos on the wall of Litchi and her student.

"No idea," Kevin shrugged as Ben and Litchi walked in, the latter back in her medical outfit.

"Okay. You need to be more careful, Ben," Litchi advised, "It was a good thing I found you sooner than later, otherwise your arm may have become infected inside that sewer."

"Right," Ben nodded, shuddering a bit at that, "...And what about Tsubaki and Makoto? Are they gonna be alright?"

"I've managed to take care of the more damaging of wounds, but they'll need to keep those casts on them until the bones are healed up," Litchi advised, "I also need to restock on their blood types, too. Gwen, Kevin, may I speak to you two privately for a moment?"

"Sure thing, doc," Kevin shrugged a bit before Gwen elbowed him a bit, "Ow! What? I was responding to her."

Once Ben went to check on Tsubaki and Makoto, Litchi looked at the two remaining, "Which one of you is the spellcaster?"

"What?" Kevin asked.

"It would have taken a while in order to surgically reattach Makoto's tail, but it looks as if it had never even been removed," Litchi informed as the panda made a little bit of noise, "My little friend here also smelled the residual magical energy on her tail. You need to be more careful with that. People using pure magic here are considered highly dangerous by the NOL and are meant to be captured on sight."

"Yikes...Duly noted then," Kevin replied.

"Same. But...why is that?" Gwen couldn't help but ask.

"They're afraid of another Nine appearing," Litchi informed, "She was one of the Six Heroes who saved us from the Black Beast one hundred years ago and was the one who introduced magic to society. While we've been able to reverse engineer it thanks to Ars, pure spellcasters were powerful, very powerful. When Nine passed on, the NOL decreed it that all spellcasters are to register with them. Many did not like that and chose to go into hiding. That did not go over well with the NOL and changed the decree to capturing all spellcasters and having them immediately become members of the NOL."

"...Okay. I'm seriously starting to dislike those NOL guys," Kevin frowned.

"It's not just the NOL that does that. Before spellcasters became a rarity, they were also studied by a group called Sector 7," Litchi informed, "They wanted to prove that anything spellcasters could do, science could do it all the better, even at the cost of lives."

"...I see…" Gwen noted, "...Anything else we need to know, or is that it for now?"

"Just that," Litchi replied, "Just be careful when using magic, okay? You seem like good people, just like Ben, and I don't want anyone to get hurt."

"Well don't worry. We can handle ourselves," Kevin assured with a small, cocky grin.

* * *

Meanwhile with Ben, he was checking in on Tsubaki and Makoto to see who they were holding up. Tsubaki had a neck brace and a cast on her left leg. Makoto had both arms fully in casts and a layer of tight bandages over her waist area. The upper left side of her head had a few bandaged on it, just barely enough for her other eye to be seen. At the moment, Makoto was sleeping soundly while Tsubaki seemed to be awake. However, she seemed to be...troubled by something.

"Tsubaki?" Ben pondered softly.

Tsubaki didn't seem to say anything as she turned her gaze towards him, "...Ben….san…"

"What happened to you two?" Ben asked in concern.

"...Karai and Aoiro…" Tsubaki responded, "Me and Makoto tried to get them to tell us where they took Noel but…"

"They basically did a curb-stomp on you two," Ben finished for her, "That's happened to me more than once, too."

"Yes, but…" Tsubaki began, small tears starting to form in her eyes, "...It's my fault...if I only saw what was going on...I...I could've helped Makoto get Noel out of there. But now…" she paused as her good hand gripped the sheets, the tears starting to form more, "...Noel thinks this world isn't truly worth living anymore...she...I...it's all my fault…"

"What? No, that...That can't be it. You're both Noel's friends, right? How could she think that there's nothing important in the world now?" Ben frowned.

"...Karai and Aoiro...they...they managed to convince her," Tsubaki whispered, "...Noel...Makoto...it's my fault they're like this. I...I should've been there to help…"

"..." Ben took her hands in his, "I'm going to help get Noel back, Tsubaki. And it's not your fault. If anyone's to blame, it's Karai and Aoiro for whatever they did to make Noel think that way."

"...Demo...do you really think Noel would forgive me?" Tsubaki asked, her hair shading over her eyes, "I...tried to kill her before. And...thanks to Karai and Aoiro...Noel thinks Makoto is out to kill her as well. Do you...truly think things will go back to the way they were after all that's happened?"

"If you are friends, she will forgive you," Ben replied before looking over his shoulder, "Remember that friend of mine? The one I talked to you about that was kinda like you?"

"...Hai," Tsubaki nodded carefully.

"A while back, we were dealing with this jerk called Aggregor who had the same powers he did. He...completely absorbed these four beings, gaining all their powers all to find something called the Forge of Creation," Ben informed, "We almost lost if he didn't absorb the DNA in the Ultimatrix," he showed his Omnitrix, "The device I had before this. He went power mad, hurting a lot of our other friends and almost killed my cousin. I...I was ready to kill him, thinking there wasn't any other option to stop his insanity."

Tsubaki's eyes widened a bit upon hearing that.

"Yeah...not one of my finest moments," Ben admitted, "But my cousin...she figured out not only a way to save him, but also restore the four guys that Aggregor absorbed while also changing him back to normal. Truthfully, I nearly did kill him before my cousin stopped me. It...It took a while for the two of us to get over what I was going to do to him, but we did manage to get past that." he frowned, "Noel's your friend and, if she's as close a friend with you two as Makoto said, then I'm sure that she will forgive you for it. Maybe not now, but she'll eventually forgive."

"...I...I...I hope so…" Tsubaki whispered, the crimson-red head left speechless at that, "Just...Ben-san, please save her…"

"I will," Ben assured.

"You mean 'we' will," a voice corrected, making Ben turn to see Kevin and Gwen enter.

"Tsubaki, this is the guy I was talking about, Kevin Ethan Levin," Ben introduced, "And my cousin, Gwen."

"Gwendolyn," Gwen corrected.

"Still too much of a mouthful," Ben rolled his eyes.

"...Soka...A...pleasure to meet you both then."

"What have you been telling her, Ben?" Kevin asked.

"Well, you kinda have some things in common with her in terms of blaming issues," Ben noted.

"Hey, I said I was sorry more than once," Kevin chuckled, "And I was eleven and drunk on Omnitrix energy."

"I know," Ben smiled a little, "Just like me and what happened with the Ultimatrix."

"Ah, water under the bridge," Kevin shrugged, "It was my idea to do that back then. Aside from the rampage and the fight me and you got in, it all worked out."

"True," Ben nodded a bit.

"...Ano…" Tsubaki spoke up, causing the three to look at her.

"You doing okay?" Gwen asked.

"Hai. Just...need to rest is all," Tsubaki replied.

Gwen nodded, "Take all the time you need."

"We'll get Noel back, Tsubaki. Promise," Ben assured.

"...Arigatou," Tsubaki whispered with a small smile as she began to fall asleep.

Ben nodded. Once she was asleep, he turned to the other two. The stern look on his face made both knew he meant business.

"Okay, let's go find their friend," Ben frowned.

Gwen nodded before holding a hand up to Tsubaki and Makoto, the hand and her eyes glowing with mana, "They both have a bit of residual energy from someone. From what I can tell, it's not the two that beat them up like this." the glow left, "Okay, I think I have a trail now."

"Great," Ben nodded.

"Sweet," Kevin grinned as he cracked his knuckles a bit, "We got a gameplan then."

"The trail seems to be heading towards the highest point of this place," Gwen explained.

"Must be the NOL's main building here," Ben frowned, "Okay, we go in there, find Noel, kick some butt, and get her back here."

"Plain and simple...I like it," Kevin nodded, "Can't wait to start kicking…"

* * *

"Butt?...What the…?" Kevin gawked a bit when the group came across a large gate. Or rather...what used to be a gate, "...Did a hurricane or something blow thru here? Because this place looks like a freaking war zone."

"I'm sensing something...malevolent...on these gates," Gwen noted, "Almost like what I sensed when Paradox showed us the Black Beast, but missing something."

"...War zone…" Ben whispered, recalling something Makoto once told him, "...I think I might know who was here."

"Any chance it's on our side?" Kevin asked, putting a hand on the metal and absorbing it into a layer over his body.

"Since he's the NOL's most wanted...hopefully," Ben shrugged as the group walked in.

"?!" Gwen stumbled a bit, "Wh...What the…"

"What's wrong?" Kevin asked.

"For a moment...it felt like all the people were here...and then they were just...gone," Gwen explained, looking around the barren structure, "I can just barely feel the residual energy of everyone here. They didn't leave, they just...vanished."

"...I see," Ben noted, "Stay on your guard, then. If there really is anyone left here...then we might be in for a fight."

"That makes it sound like we're in an anime, dude," Kevin joked a bit before looking around, "But...given what's happened lately, I'd buy it."

"Yeah," Ben nodded a bit as they walked through the hallowed hallway, "Gwen, see if you can pick up anything else."

Gwen nodded, her eyes turning magenta, "There's something powerful... _really_ powerful at the top. And...I can barely sense that the faint residual energy on Tsubaki and Makoto were is up there as well...along with the energy from the gates is getting closer to them, too."

"I see...Noel must be up there then. Along with…" Ben paused as he frowned a bit, "Hazama."

"How observant," a voice spoke up, causing the group to tense as they turned around to see a cloaked figure leaning against one of the pillars, "Greetings."

"Who are you?" Kevin frowned, turning his left arm into a mace.

"Not much really. Let's just say I'm an ally to the NOL," The figure replied, "As for who I am...well, you can just refer to me as...A."

"...A what?" Kevin asked, "'A guy who's gonna get punched in the face with a mace if they don't beat it?'"

"Nope. Just someone who was paying a visit to a few people before I leave," A replied as he began to walk off, "However...I will say one thing to you all...watch out for the professor. When he finds something new to experiment on...they might not live to see the light of day."

"The professor?" Gwen questioned.

"You'll see in a few minutes…" was all A said as he left the area, leaving the three by themselves...for now.

"Hoo boy. That did not sound good," Ben frowned.

"I say he's bluffing," Kevin scoffed as his hand changed back to normal, "I mean really. Like some professor guy is gonna…"

"Shh!" Gwen hushed him, "...I hear something."

"Wh…" Ben began before he and Kevin heard it as well...the sound of footsteps echoing through the area.

"Well, well, what do we have here?"

A figure soon emerged from the direction A had come from. Ben noticed a few similarities with Carl. He shared Carl's light blond hair and an affinity for the color purple, although the shade of purple he wore was magenta instead of violet. He also wore a golden opera mask. He wore a purple shirt with black rimming and had a knee-length magenta cape flowing over it. Much like Carl's cape, his had a golden X-shaped fixture to hold the cape in place and had two rings protruding out of the lower front halves of it. His baggy white tights were tucked into his stylized black and purple boots, these boots had golden toecaps that had a silver colored nail-like fixture on the top; the mouth of the boots also had a white and golden cuff to them.

"...Is it just me, or does this guy give off a bit of a creepy vibe?" Kevin whispered to Ben.

"You're not the only one that has that feeling," Ben whispered back.

"Hmm…" the man mummered a bit as he looked at the three...almost as if he was studying them, "Interesting…" he looked at Gwen, "...your body is made of magic itself."

"?!" Gwen tensed.

"And yet, you have the soul of a human," the man continued, "How peculiar. Some sort of homunculus made of raw magic?" he rubbed his chin, "This must be researched."

"Hey hey hey," Kevin frowned as he stood in front of Gwen defensively, "Don't get any funny ideas, buddy."

"Ah, how intriguing. You seem to be coated in a layer of what makes our gates and yet you're really a human with extranormal powers beneath that," the man noted, "While not as interesting as the mana homunculus, you are fascinating as well." he smirked a little, "It seems I have two studies to research on."

"Ben, you go on ahead," Kevin ordered, "We've got this."

"Got it," Ben nodded as he ran ahead, "Good luck!"

"Don't worry…" Kevin began as he pounded his fist into his opened hand, "By the time we're done, that mask is gonna be broken into this guy's face"

"Ignis," the man snapped his fingers.

A red portal appeared beside him before dispersing, revealing a strange figure. It looked like the doll that Carl had, but somewhat bigger and in purples, magentas, and silvers. Like Nirvana, it had blonde 'hair' under an oversized purple/magenta hat with two large magenta strands on the sides of the head, made of a thick metal and sharped down the outside side to be like blades.

"This is a good day for research," the man chuckled under his breath.

Gwen's eyes turned magenta briefly before taking a step back in shock, "That…" she narrowed her eyes at the man, "What did you do to her?"

"Gwen? What's wrong?" Kevin asked, seeing the glare she was giving that masked man.

"Hmm...So you can see what I did to improve Ignis then? How interesting," the man noted, "Well than...time to see how good you are in combat."

With that, Ignis shot right at them.

* * *

"Why...are...there so...many stairs?!" Ben panted as he ran up another flight of stairs. _'Seriously, who needs this many stairs?!...No better yet, what kind of sadistic person would make a staircase this long?!'_ he stopped for a moment, _'...Hazama most likely.'_

With that, he continued up. Eventually, he saw light at the end of a staircase and entered it. He blinked a few times to get used to the brightness before his eyes widened. Above him was a sky in perpetual sunrise/sunset. In the center of the massive expanse of a black floor was a towering monolith with a huge sphere made of massive wings floating just inches above that. On the center on the monolith was a strange emblem that looked like some sort of fallen angel made of polygons and scripture of some sort to Ben. At the base of the monolith were two figures. The first of them was Hazama, though his hat was gone, exposing his green hair sticking straight up. The other figure was someone Ben recognized. The red jacket, the white hair...there was no mistaking it. It was that Ragna person he saw once before...only his jacket was a bit torn up with some blood dripping from some of the openings.

"Heh...what's wrong, Rags? Getting a bit tired?" Hazama smirked, the snake like chains of his circling around him before he spotted Ben out of the corner of his eye, causing him to frown a bit, "...Aw great. You again?"

"Yeah," Ben nodded.

"H-Huh?" Ragna glanced at Ben, "A kid?"

"Hey," Ben frowned before looking at Hazama, "Where's Noel?"

"Oh?" Hazama raised a slight brow as his smirked returned, "Seems everyone's after lil ol' Noel Vermillion today," he then glanced over at Ragna, "You're probably wondering the same thing...aren't you, Rags?"

"Grr…" Ragna growled as he glared at the snake eyed man.

"I'm done playing your games, Hazama," Ben frowned as he activated his Omnitrix, "Hope you're ready for my 'games,' because it's Hero Time!"

With that, Ben pushed down on the Omnitrix. In a flash of green light, Ben was replaced with an old favorite of his. The alien was tall and was primarily black aside from the green center of its body. Gold plugs covered his four-fingered hands and the ends of his long antennae and tail. The Omnitrix emblem was proudly displayed on his chest while a smirk was on his one-eyed face.

"Awww yeah! Feedback!" the alien declared.

"The hell?!" Ragna exclaidem, his eyes widening upon seeing the creature next to him.

"Now what's this one supposed to be? Plugman?" Hazama joked a bit as he looked at the creature Ben turned into.

"Nah. I thought about it, then I thought I might get into trouble with this gaming company," Feedback shrugged, "But now that I'm Feedback, time for a little switch. Instead of you playing with me, I'm going to be playing with you."

"Oh really now?" Hazama asked, the smirk still on his face, "Well hate to break it to ya, but Ragna here called dibs on me first, so you'll either have to wait, or face him yourself."

"No problem," Feedback replied before moving up to stand beside Ragna, "Might as well make it two-on-one. Give you a little extra challenge. Unless, of course, you're weaker than you like people to let you think you are."

"...You've just sealed your fate, you little bastard," Hazama frowned, " **Ouroboros!** "

The snakes charged at Feedback. The alien chuckled before flipping his antennae, letting the plugs collide with the snakes. Hazama and Ragna's eyes widened a bit as they saw the energy around the snakes suddenly go into the plugs and turn into green electricity that went into his body. Hazama retracted them, seeing parts of them were gone as well.

"What?!"

"Yeah...Little fact about Feedback: your blades are made of energy of some sort," Feedback smirked, "And this form?" Feedback chuckled before aiming his fingers at Hazama, "Well, what goes around, comes around!"

With that, a pair of large beams erupted from his fingers and rocketed right at Hazama.

"?!" Hazama tensed as he brought his arms to for defense just as the Beam impacted with him, the snake eyed man now skidding on the ground until he was a good distance away from the two.

"The hell…" Ragna whispered in slight wide eyes as he looked over at Feedback, _'Who the hell is this kid?'_

"You looking to save Noel, too?" Feedback asked.

"Huh?" Ragna blinked before he regained his sense, "...Yeah. I heard something was up, and I came here to find out Terumi's behind it."

"Terumi?" Feedback questioned.

"The green haired bastard you just blasted."

"...Uh….hate to break it to ya man, but that's Hazama."

"What are you, an idiot? That's just a fake name. His real name is Yuki Terumi," Ragna snorted.

' _Hoo boy…'_ Feedback's eye widened as he looked at the man as he lowered his arms, the sleeves now tatters on them, _'The one guy Paradox said to not fight...and I'm fighting him.'_

"...Not bad kid. You actually got a hit on me…" Hazama...or rather Terumi noted, a frown evident on his face, "But that's gonna be your only one." a dark-green circle of runes circled his body, "Restriction Number 666 released! Dimensional Interference Field Deployed!"

"What the…?!" Feedback tensed as the area began to rumble a bit, "What's going on?!"

"He has an Azure Grimoire?!" Ragna's eyes widened.

"Ahahahahahaha! That's right, Raggy! Code SOL! BlazBlue, ACTIVATE!" a sinister, sickly-green aura erupted off his body, "You wanted to play, so LET'S PLAY!"

"What the h-" Feedback began before Terumi was instantly in front of him, "?!"

" **Serpent's Infernal Rapture!** "Terumi cackled as he performed a rising kick to Feedback's jaw.

Feedback grunted as he was knocked into the air. He swore his jaw almost broke from the hit.

"Don't think I've forgot you, Rags!" Terumi grinned insanely as he turned towards Ragna, the green haired man preparing to give him a hard spin kick to the head.

Ragna held up his large sword, barely blocking the kick. Yet the force of it sent him knocking back a kilometer or two.

"Ahahah! Come you two! Fight back!" Terumi laughed, "I didn't activate my Azure Grimoire for nothing!"

"Ugh…" Feedback grumbled as he and Ragna got up, "The heck? How'd he get so strong all of a sudden?"

"His Azure Grimoire…" Ragna replied as he spat some blood out of his mouth, "Think of it something like a limiter. The minute it's released...well, you've already seen the results."

"Well...That sucks for us," Feedback noted before looking at his Omnitrix, _'Kinda wish I had the Ultimatrix's Evolution Feature in this. If I had an Ultimate Feedback, this might have been easier.'_ "You got anything to equal the playing field?"

"I do...but…" Ragna began before he barely blocked a strike from one of Terumi's snake chains, "I can hardly use it with this damn bastard attacking me constantly!"

"I've got it covered," Feedback replied before slapping his emblem, making a flash of light =Echo-Echo!=

"...How many of those things can you turn into?" Ragna asked, "Also...seriously?"

Echo-Echo shrugged before moving between Ragna and Terumi =Wall. Of= he crossed his arms and made a wall of himself that was as tall as Ragna, all unleashing a sonic blast =SOUND!=

"..." Terumi seemed unfazed by it as his snake chains flew straight into the air above Echo-Echo's sound wall before the snake heads 'bit' into it, said chains pulling the snake eyed man above it as he landed between the two.

"?!"

"Yeah. Nice try," Terumi deadpanned as he did a quick, yet hard roundhouse kick, sending the two flying.

Echo-Echo reformed together into a single form before he slapped his emblem.

"NRG!" NRG declared before firing a radiation beam at Terumi.

"Oh look…" Terumi began as he leapt out of the way of the attack, "It's the walking stove again!"

"Ja. I'll just let you keep zinking zat," NRG snorted as he continued to shoot at Terumi.

Terumi merely smirked as he dodged the attacks with ease, "Come on! You're gonna have to do better than that t-"

" **Hell's Fang!** "

"Whoop!" Hazama smirked as he leapt backwards, dodging the dashing straight punch Ragna tried to hit him with, "Missed me!"

"Let's see zen," NRG's voice replied as he shot at Terumi as he was starting to land.

"...Oh crap," Terumi paled a bit as the beam headed towards him...until a smirk grew on his face once more as the snake chain pulled him out of the way, "Psyche!"

"Damn it…!" Ragna growled in annoyance as he regrouped next to NRG, "This isn't getting us nowhere!"

"Hmm...I zink I have got it. We don't need to get faster, ve just need to slow everything else down," NRG noted.

With that, NRG slapped his emblem. In a flash of light, NRG was replaced with a bulky gold and black humanoid machine, shaped somewhat like NRG in terms of proportions. It had a pair of green eyes and a green mouth and a key on the top of its head.

"CLOCKWORK!" the alien declared.

"...Pfft! Ahahahaha!" Terumi laughed upon seeing this new alien, "A...a tinker toy?! Seriously?! You think THAT'S gonna help beat me?!"

"Yes," Clockwork replied as the key on the top of his head began to spin, "I think it will."

Terumi sent out his Ouroboros at Clockwork before the alien released a green pulse. It washed over the snakes and they slowed to a halt. Terumi's eyes widened before the wave went over him. His back-jump slowed to a crawl as well. Ragna blinked twice.

"What did...Huh?!" Ragna looked at Clockwork.

"You may vant to hurry, ja? Can't keep this up for too long," Clockwork advised, "So unleash your secret veapon now, or hit him hard enough until he can't get back up."

"...Heh...with this, I might not even need it," Ragna smirked, gripping the hilt of his blade as a symbol faintly appeared behind him, " **Carnage…!"** he began as he shot forward, hitting the slowed down Terumi with the lower part of his sword before he quickly turned around, unleashing a black-ish blood red wave at him, " **Sciccors!** "

Terumi grunted a bit as time resumed, the snake eyed man being sent flying until he was in front of the monolith.

"What...was that?!" Terumi glared at Clockwork.

"I control time, if vou must know," Clockwork replied, cracking his knuckles.

"...I see…A miniature Amaterasu," Terumi noted, "...Kid, you better hope the Master Unit doesn't notice you then. Someone with an ability like that roaming around freely...well, they might just end up being erased from time itself."

"If it means Noel is safe, than I don't mind," Clockwork replied, "Now zen, time for you to play our game. Ja, Ragna?"

"Yeah…" Ragna smirked, cracking his knuckles a bit, "So unless you tell us where Noel is, you're gonna be in for quite a bti of hurt, Terumi."

"...You really want to know? Fine," Terumi said as he pointed up to the sphere, "She's in there. And any moment now…'it' will happen."

"'It'?"

"Yes...her awakening to her true self," Terumi smirked.

"True self?" Clockwork repeated.

"Yup. Quick question: Why do you think she, Aoiro, and Karai share the same face?" Terumi asked, the smirk never leaving his face.

"...I never really noticed it," Clockwork shrugged, "Too busy being mad at Karai for stealing my friend's tail."

"Wait...Karai?" Ragna repeated.

"You know her as Beta-02, Rags," Terumi smirked.

"What?! No way...I destroyed that thing!" Ragna growled.

"Well guess what?! She's back, along with some of her sisters!" Terumi grinned greatly, "Oh, and as for why Noel shares the same face as them...simple...She's a Murakumo Unit as well."

"A vhat now?" Clockwork asked, looking at Ragna for an explanation.

"Trust me...you don't want to know," Ragna growled, glaring at Terumi.

"Well allow me," Terumi smirked, "You see kid...basically they're super powerful machines meant for one thing…to destroy the so called 'gods' of this world," he explained, "And in order to make one, you need quite a few things. Like...oh say, a few hundred, maybe thousands of souls."

"Vhat?" Clockwork gasped before it hit him, "...Wait. So Vou mean…"

"Yup. Easy how you can gather so many NOL soldiers in one place," Terumi smirked as he looked at the glaring Ragna, "And I have your previous raids to thank for that, Raggy."

"Bastard…" Ragna growled.

"Easy now, Ragna," Clockwork advised, "He's trying to throw us off. Still...Is zhere any way to get those souls back?"

"...No," Ragna responded, "Once they go into the cauldron...there's no way of getting them back."

"...I...I see…" Clockwork trembled as he looked at Terumi, "Zen, let's make sure he can't take anozer soul."

"Well that sounds fun. Unfortunately, time's up," Terumi stated, "...Because it's time!"

"Va-" Clockwork began before the sphere at the top of the monolith began to open, a small light coming off of it.

"Now I command you! Murakumo Unit, awaken!" Hazama declared as his face twisted into a much more insane look, "This whole world is filled with nothing but lies! lies! lies! Lies! Lies! LIES! But don't worry. I'll show you...I'll show you the truth...the truth called DESPAIR!"

A figure floated out of the light. Ragna's eyes widened as, if he could blush, Clockwork starred. Floating down was Noel, but wearing hardly anything. For a moment, Cockwork thought she only had tiny bits of blue and white metal on her figure until realizing she was wearing a bodysuit in the same color as her skin. She had a bit of blue and white metal on her forehead that trailed the sides of her emotionless face while her hair was let free. Her arms and hands were covered in blue and white gloves with armor on the wrists and 'claws' on the fingers while her legs were covered in bulky armor. Circling her was eight blue and white blades trimmed in yellow.

"Noel…" Ragna whispered.

"Gahaha! Behold, Murakumo unit, Mu-12!" Terumi cackled, "..no...not Murakumo. Kusanagi! The Sword of the godslayer! Her blade will cut away the lies that cover this world! The Azure is mine!" he then looked up at the sky, "Try and stop me now...Master unit…" he paused as his face twisted into one of pure insanity, "AMATERATSU!-!-!-!"

* * *

 _SZ: 0-o...oh….fffffffuck._

 _GammaTron: Uh-oh. *hides*_

 _SZ: Yeah. Things….have gone from bad...to worse...to….uh...GT! What's after worse!? I can't think of anything because I'm freaking here!_

 _Deadpool; Even worse? Super Worse? Really Really w-_

 _SZ: SHUT IT WADE! I DON'T HAVE TIME TO DEAL WITH YOUR SHIT!_

 _Deadpool:...Fine. I was trying to help for a change…*stomps off with a huff*asshole._

 _SZ:...but yeah folks. As you can see...things aren't looking so good._

 _GT: *peeking out of a potted plant* Aye. To paraphrase a certain skeleton: they're gonna have a bad day. *hides once more*_

 _SZ: Yeah...and as you can see(to those who think Ben hasn't made any changes to this timeline)...quite a few things have changed. As to what they are...you'll have to look for them. Also...while Ben was able to find Noel...he was too late as she has turned into her true self...Mu-12. Also this Haruka/Gamma Hazama/Terumi mentioned before hand...yeah...looks like our heroes are gonna have a really bad time._

 _Deadpool:*off-scree* Stop quoting Undertale! It's lame a-why're there skeletons standing here? It's not even halloween y-OH GOD!_

 _Sans: *off-screen* Geeeeeet dunked on!_

 _GT: *pokes out of a painting by SZ* Deadpool feels his sins are crawling down his back. *hides*_

 _SZ: Y...yeah...wait. Skeletons...GT, did you bring Sans and Papyrus here?_

 _GT: *hiding* No, though you did._

 _SZ:...oh yeah. Not that I mind. They make great company._

 _Deadpool: *off-screen*Oh god! I'm getting BONED out here!_

 _Papyrus: *offscreen* AND YET AGAIN, MY DAY IS RUINED BY INCONSEQUENTIAL PUNS!_

 _GT: *still hiding* We should probably close this out now._

 _SZ: Good Idea. I'm Seanzilla115…_

 _GT: *pokes out of SZ's ear* ….And I am GammaTron…*goes back to hiding*_

 _SZ: Ja ne...and…*goes into the TV*I'm outta here!_


	10. Rebel 9

_SZ: Hey, minna. It's Seanzilla115 and…_

 _GammaTron: *walks in* ...I am GammaTron!_

 _SZ: Today...we're bringing ya pt 1 of the finale for this arc. As you all remember last time...well...GT?_

 _GT: Kevin, Gwen, and Ben talk and end up getting ambushed by Arakune but scare him off with Echo-Echo. They than meet Litchi in her fighting outfit and get Makoto and Tsubaki to her clinic where she tells Kevin and Gwen to be careful since she's unsure of whether one of them was the magician that healed Makoto's tail. Tsubaki waves up and Ben assures her he'll save Noel and introduces Tsubaki to Kevin and Gwen before she goes back to sleep. They go to the main building and meet A and then run into a man that reminded Ben of Carl who has a puppet that freaked Gwen out and he somehow knew that Gwen was made of Mana and is trying to beat up both her and Kevin for research using her puppet Ignis. Ben joins in the fight against Hazama, teaming up with Ragna and showing off Feedback's power to trump Hazama until he activates his BlazBlue and Noel awakens as a Murakumo Unit. BEARS!_

 _SZ: Yeah...that pretty much sums it up...BEARS!_

 _GT: BEARS! *drags in Disclaimer, Ragna on it*_

Disclaimers: Neither authors own anything in this, nor do they own the ben 10 or Blazblue franchises. They do happen to own any OCs and OC Aliens that'll appear in this while Benfire...well, again belongs to the Ben 10 fan-base.

 _GT: Okay, let's get going! BIG THE CAT!_

 _Ragna: Ugh…Just my luck that he's been on a The Completionist binge since Big Bad Bosses debut album fully came out on YouTube...*pulls down the screen, starting the chapter*_

* * *

Out of all the things Ben had gotten himself into...well...he had no words to say. To think a few days ago, Paradox had sent him to this world on a mission of sorts. Find whoever was messing with this world's timeline, fix any mistakes, and...well, that's pretty much it. During his time in this world, Ben met quite a few characters, some of which he became friends with, while others were just downright insane, completely evil, or both in Hazama/Terumi's case.

"That...That can't be Noel...can it?" Clockwork pondered.

"I hope not…" Ragna whispered, looking up at Noel as she floated in the air, "Noel, is that you? Noel answer m-!"

Before anything else could be said, Ragna quickly blocked a strike from one of Terumi's chains.

"Oh just shut up already, you filthy mutt!" Terumi shouted as the chain returned to him, "That's enough barking out of you!" he then fired the chain at Clockwork, "That goes double for you, Tinker toy!"

Clockwork held up a hand and fired a laser, freezing the chain in time, "Vhat did you do to her?"

"I helped woke her up to her true self, dumbass," Terumi stated, his twisted smile returning, "Mu-12, AKA Kusanagi, the Sword of the god slayer!"

"You son of a bitch…!" Ragna growled as he glared at him.

"Aww, what's wrong Rags? Gonna cry?" Terumi grinned in a mocking tone, "C'mon hate me! Hate me more! Hate me lots lots more, you adorable puppy man, you!"

' _Now I really wish I had the Ultimate Feature from the Ultimatrix in this thing…'_ Ben thought as Clockwork lightly brushed his emblem.

"...Well, this is starting to get boring," Terumi deadpanned as he looked up at Noel...or rather, Mu-12, "Oi, Kusanagi. Get over here."

"Acknowledged…" Mu-12 responded in a cold, emotionless voice as she floated down next to him.

"Good girl," Terumi grinned as he petted her a bit, "Who's my good little sword? It's you! Yes, you are! Yes, you are!"

"Are you feeling nauseous about zis as well?" Clockwork questioned Ragna.

"Greatly…" Ragna growled as he glared at Terumi.

"Oh, now don't be jealous, Rags," Terumi frowned a bit as he threw his arm over Mu-12's shoulders, "This sword here...she's all mine from now on, okay? Besides…" He paused as his snake like grin reappeared on his face, "Isn't she nice, though? It wasn't cheap, but I thought 'Hell, Hazama, you deserve it! Spoil yourself rotten! Spring for the 'Ragna's little sister' model!'"

"Grr...I'm gonna rip your goddamn head off!" Ragna roared as he charged forward.

"Ragna, vait!" Clockwork shouted before freezing three more Ouroboros trying to strike him.

"...Okay, you're starting to get annoying," Terumi frowned as he easily dodged Ragna's rage-filled strikes, "Oi, Haruka. Come play with the tinker toy here!"

"Haruka?" Clockwork repeated in confusion.

"Hai, Terumi," a voice spoke from behind Clockwork, causing him to yelp a bit as he jumped back a bit to see a cloaked girl with pale blonde hair, some of it shading over her eyes.

Ragna quickly took noticed of the new comer before his eyes slightly widened, "Wha...Saya?! Wh-"

"Shut it…" the girl whispered as she looked up, showing her cold, slitted galaxy colored eyes, "Do not call me that name...Bloodedge."

"Wh-gah!" Ragna cried out in pain when Terumi kicked him hard in the side, sending him tumbling against the floor.

"Ragna!" Clockwork gasped before the girl was suddenly before him, a strange looking dark purple/blue crossbow in her hand and aimed at his face "?!"

"Eheh...man you can be an idiot, Rags," Terumi chuckled as Ragna got up, holding the side Terumi kicked him in, "That girl there ain't your precious little sister Saya...she's Haruka...or as you know her as...Gamma-03."

"What?! Another one that I destroyed is back?!" Ragna growled.

"That's right!" Terumi grinned, "But as for how they came back...I ain't telling ya! But I will say this...when Alpha, Beta, and Gamma came back...they became something more than Murakumos...you want to know what else they became, Rags?"

"Grr…"

"Buzz! Time's up! They became…" Terumi paused as he grinned darkly, "Dragons…"

' _Dragons?'_ Ben pondered, recalling the only dragon he had ever met.

"In fact...Gamma? Why not show them a demonstration?"

"Hai," Haruka nodded, "...Limiters released...engaging systems…" she whispered as energy began to form around her, "Murakumo unit...activate."

With that, a bright flash of galaxy colored energy engulfed Haruka, the resulting shockwave sending Clockwork skidding back. The shockwave also knocked Ben out of being a Chronosapien. When the dust cloud died down, it revealed Haruka, but now she was wearing something Ragna was all too familiar with...but at the same time...wasn't. She wore a bodysuit with a bright galaxy pattern to it. Her lower legs were covered in bulky armor that seemed to resemble swords with the ends split apart to resemble three-clawed feet. Over her hands were dark-blue/purple claws with a strange blue energy coursing through the lines all over her bodysuit. Her chest was covered in more of the strange-colored armor. Framing her face and covering her head was a dragon-shaped helmet, revealing her eyes to now seem to look more like the color of a galaxy.

"What...the…?" Ben whispered.

"Heh...what do you think, Raggie ol' boy?" Terumi smirked, "How do you like Gamma-03, version 2.0? Quite an improvement over the old one if I may say so myself."

"What the hell?" Ragna's eyes widened at seeing Gamma-03.

"But enough about me, let's kill you," Terumi smirked as his venom green aura returned, "Gamma, go play with that annoying little gnat there while I deal with Ragna myself."

Ben quickly slapped the Omnitrix, turning into, "NRG!"

"...Identifying threat level…" Gamma-03 whispered as she scanned NRG, "...Threat level 5.0. Initiating attack measures."

Before NRG could react, Gamma was instantly before him before she delivered a forward kick to his chest, sending him skidding back quite a few feet. When he finally stopped, he noted a dent in his armor in the shape of Gamma's leg armor.

"What th...how…?!"

"Response: my claws are that of a dragon, which are known for tearing even the strongest metal," Gamma responded.

' _Taedenite...Somehow, those claws are as strong as Taedenite,'_ NRG thought, _'...This...is gonna be one rough fight.'_

* * *

Back with Kevin and Gwen, they were having a bit of trouble as well as the robot-like puppet the man summoned kept them from getting close to him. All the while, the man was busy 'examining' the two as they struggled with his puppet.

"This thing is getting on my nerves," Kevin growled, putting a hand on the floor and covering his body with a layer of it, "Hey Gwen, any ideas?"

Gwen said nothing as she brought up another barrier to block the puppet's incoming attack, said barrier shattering like glass after the puppet punched it.

' _...Something's not right. Gwen's been silent ever since we started fighting this guy and his robot...puppet thing,'_ Kevin thought, jumping back from another stab by Ignis, _'In fact...she looked pretty miffed after she looked into that thing...but why?'_

"Tempus Maximus!" Gwen shouted, swinging her arms and releasing a spiraling horizontal tornado at the man.

"Ignis," the masked man whispered as Ignis appeared in front of him and blocked the tornado.

"Terram Corrueret!" Gwen declared as the ground began to break apart straight at the man once more.

The Masked man said nothing as he side stepped to the right to dodge the attack.

"...Hmm...such interesting, yet powerful, magic," the man noted, looking at the destroyed ground where he once stood, "What did you say? Terram Corrueret? Latin for 'Ground Collapse.' A very fitting name for such an attack."

"That woman...How could you do something like this to her?" Gwen demanded.

"Excuse me?" Kevin asked, looking at Gwen with a raised brow.

"Why whatever do you mean?" the masked man asked, "Ignis is one of the results of my research."

"She's in constant agony!" Gwen argued.

"Gwen, uh...A little explanation for those of us that can't see what your mana stuff can?" Kevin asked.

"That doll we've been fighting, Ignis...she's a human turned into a doll."

"...uh, I don't think I heard ya right, Gwen, but did you say that...thing...was a human?"

"It is true," the maksed man spoke up, "As I stated, she is one of the results of my research...my research into the soul."

"The soul?" Kevin repeated.

"Yes...the soul is a rather...interesting thing really," the masked man explained, holding his hand up a bit, "Each one is more different than the last...strong, weak, good, evil, so many interesting, yet mysterious things surround the soul."

"...So what's your point?"

"Think about it, Kevin; if he turned Ignis into that as a result of his research, what do you think happened to all the other souls that came before?" Gwen scowled.

"...Hold up. You're not saying…?" Kevin began in realization, earning a nod from Gwen, "..." he turned to glare at the man, "Not cool, dude. That's even worse then what Animo keeps trying to do to people and what he's done to all kinds of animals."

"Agreed," Gwen nodded as she glared at the masked man.

"...I do not know who this Animo is...but I assure you, my research is nothing like that," the masked man stated.

"Gwen, can you take her out?" Kevin asked.

"No. I swore that I'd never use magic on a literal soul," Gwen replied, "It's one of the biggest taboos in magic."

"...I see...well then… Kevin began as he cracked his knuckles, still glaring at the masked man, "What say we knock this masked freak out before he tries anymore of that research of his?"

"Gladly," Gwen agreed.

'...If this is your intent...it is a shame," the masked man admitted as Ignis stayed close to him, "I would've liked to examine you both more while you were conscious...Ignis, **Val Lanto.** "

Ignis disappeared for a brief second before reappearing behind Kevin and Gwen, the tassels of her 'hat' surrounding her as serrated blades came out, giving them the appearance of a large saw as Ignis charged towards the two from behind. Kevin turned around and the material covering his body quickly went all to his hands, shaping into a thick shield that collided with the saw.

" **Bel Lafino.** " the masked man said as Ignis disappeared once more.

"Huh? Where…?" Kevin began before he looked up, seeing Ignis hovering above him, her legs changed into drills, "...Aw crap."

Ignis shot down like a rocket at him before Kevin barely rolled out of the way, causing Ignis to miss as she destroyed the ground where he once stood. She floated out of the hole and moved away from a mana blast from Gwen.

" **Geara Act."**

One of Ignis' hand soon became a saw-blade as she tossed it at Gwen, the blades on it being engulfed in a bright pink energy. Gwen ducked under the attack with wide eyes.

"That...That was mana just now," Gwen whispered, "How…?"

"Gwen, look out!" Kevin shouted as the saw blade came back towards her, almost like a boomerang or a yo-yo.

Gwen jumped out of the way before hissing as the saw managed to nick her in the side. Said saw returned to Ignis and reattached to her, shifting back into her clawed hand. Gwen tumbled a bit before stopping near Kevin.

"Gwen!" Kevin exclaimed, "You okay?"

"That attack...it...it was using mana," Gwen noted, holding her hands over the wound on her side, "How….how is that possible?"

"Think about it later," Kevin replied as he covered himself once more with the material of the ground.

"Right," Gwen nodded as she managed to stand up.

"Hmm…" the masked man mummered as he looked at the two.

"...Okay to be honest, this guy is starting to annoy, and creep me out," Kevin whispered to Gwen, "So I'm open to any suggestions here."

"Whenever I try to hit him, he summons Ignis to protect him," Gwen explained, "If I can create a distraction for Ignis, do you think you can hit him?"

"Oh yeah," Kevin nodded, "Just say the word, and I'll be ready to knock his block off."

Gwen nodded, "Time to pull off the big attacks." she turned to Ignis, "Meteoron Ictum!"

All around Ignis, debris from all over collected into a multitude of ignited spheres that rocketed at her like meteors. Ignis' hands shifted into scythe like blades before it began to spin quickly in place, blocking the 'meteors' heading towards her.

"Hmm...another interesting spell," the masked man noted, "What was it called? Meteoron i-"

"Now!"

"Yaaaaaaaaaah!" Kevin roared as he charged at the man, swinging his left arm, the fist now a mallet.

However, the man didn't seemed fazed by this as Kevin came charging towards him.

"Interesting tactic...but flawed," the masked man stated as a gate of sorts appeared next to him on the ground, " **Id Lauger.** "

"Wh-" Kevin began before a large, green mechanical hand bursted out of the gate on the ground and punched him hard in the face, sending him flying back as he crashed into a pillar, "Gah!"

"Kevin!" Gwen gasped before backing up from a slash by Ignis.

"...Okay…" Kevin grunted as he stood up, spitting a bit of blood out of his mouth, "Looks like that masked freak has some tricks of his own." he took out a bag, "Then again, so do I." he reached into the bag and his body was covered in a crystal-like material, "Gotta thank Gwen for making a bag I could put the Taedenite Car in." he faced the man one more, "I'm more than ready now. Bring it on, you masked bastard!"

"...Interesting," the masked man noted, a bit intrigued by the substance that covered Kevin's body as the ravenette came charging toward him once more, his lower arms/hands sharpening into points.

"See if you find this interesting!" Kevin shouted as he aimed at the masked man.

" **Led Lay."**

Just as Kevin was about to hit him, the masked man spun in a bit, almost like that of a matador as the attack to bypass him completely. Kevin skidded to a halt and swung an arm at the man, shifting it into a mace. The man dodged once more and Kevin's mace shattered the pillar behind the man.

" **Id Lauger.** "

"Not this time," Kevin frowned a bit as he held his arms up defensively just as the mechanical fist appeared once more and hit him, sending him skidding back a few inches, "Heh."

"Hmm...It seems that this crystalline material is much more durable," the man noted.

"What can I say?" Kevin smirked, "The stuff's not only the richest thing in the universe, it's also capable of cutting through things nothing else can, like that mask once I'm through with you."

"...I see…" the masked man noted, "...then if it's no trouble, I'd like a sample then. Ignis." Ignis appeared at his side, letting Gwen regroup with Kevin.

"Heh...your little puppet doesn't scare me anymore," Kevin smirked, "I…"

"Kevin, hold on," Gwen spoke up, her eyes flashing for a moment, "...There's someone else here."

"Seriously?" Kevin groaned, "Who is it now? Another of this guy's freaky…?"

"Not sure, but I can tell you one thing…" Gwen noted as Carl approached with Nirvana from the shadows, the former's eyes being shaded by his hat, "Whatever's with them had the same thing that happened to Ignis."

"Hmm?" the Masked man raised a slight brow before he spotted Carl, "...Ahh, Carl. What…?"

Before he could finish, Nirvana shot right at him, her arm held out as she got ready to punch him, only for Ignis to counter with her own punch.

"...You…" Carl spoke up, "...I've finally found you, Relius Clover...no. I've finally found you…" he paused as he looked up, showing the hate and rage in his eyes, "Father."

"Aw great...Now we gotta fight the freak and his kid?" Kevin groaned before realizing what he said, "Wait. He had a kid? Guess someone liked the freaky."

Carl ignored him as he glared at the masked man before his eyes widened a bit upon seeing Ignis.

"That…" the young boy whispered before glaring back at Relius, "You…!"

Gwen looked back and forth between them before looking at Ignis and Nirvana fighting nearby, "...He...He used his own wife!"

"...Okay, can I call dibs on cutting his nuts off?" Kevin asked, glaring at Relius.

"You...I've waited all this time…" Carl growled, clenching his fist as he glared at Relius, "I've waited all this time...so I can finally find you...and kill you, father."

Relius didn't seemed fazed by the threat Carl gave him as he just looked at him.

"And now...I'll pay you back...for not only what you did to mother…" Carl paused as he gave Relius a death glare, "But what you did to my sister as well! Ada!" Nirvana moved over to beside Carl and Ignis teleported to beside Relius.

"His daughter, too?" Kevin's eye twitched, "Damn, this bastard just has no morals."

Gwen looked at Carl, her eyes flashing mana briefly, _'There's something in his systems...did he take some sort of drug? And he's injured...'_

"..."

"Huh?" Carl looked at Nirvana, "Sis, what is it?"

"..."

Carl looked at Gwen and Kevin, "What do you mean work with them? And...And is that some sort of crystal golem?"

"I ain't no golem, kid," Kevin stated as he shifted his hands into a copy of Nirvana's claws and readied himself for a fight with Relius and Ignis, "Hope you're ready for a fight, kid."

"..."

"...I understand, sis," Carl nodded as he stood ready, "I'll work with them for now."

"How amusing," Relius observed, looking at the four ready to fight, "I am a bti curious on how you've changed, Carl...Very well. I'll humor you for the time being. Ignis."

"Ada!"

With that, the two robot-like puppets charged, their arms stretched out as their fists collided with each other, resulting in a powerful shockwave. Gwen fired a few spheres at Relius and Kevin charged in with his claws, intent on slashing Relius.

* * *

Meanwhile, back over with Ben and Ragna, the two were struggling with their own fights as Terumi was overpowering the latter while Gamma-03 made it hard for the former to get a blow in as NRG, a few more dents evident on his armor. A grunt from NRG came from another blow by Gamma.

' _This is not good. While those claws haven't cut into it yet, they sure have been making my armor uncomfortable to wear,'_ Ben thought, _'And I'm not sure if Ragna could handle this guy's real form under the armor.'_

It was then Gamma slammed a fist right into the Omnitrix emblem, knocking NRG back with a flash of green light. When it faded, a black thing slammed into the monolith and pooled into a puddle. It twitched before quickly forming a humanoid-like form that had a white underbelly, the Omnitrix symbol on the chest, and green circuit designs all over the black part of the body, making a power-on symbol the face.

=Ugh= the alien groaned, shaking his head =Huh?= he looked at himself =She must have hit something on the Omnitrix by accident= if he had a mouth, he'd be smirking =Still, I can work with this. Time to give Gamma a little...Upgrade=

"...Reevaluating threat level…" Gamma said as she scanned him, "Threat level 8.5...response; elimination."

With that, Gamma became a blur as she aimed one of her claws at Upgrade's head, intent in terminating him. She swung and Upgrade made his body split down the middle, avoiding the claws. He then reformed himself..keeping her hand connected to him.

=Haven't done this in a while with a technorganic= Upgrade noted before his body began to meld with Gamma's armor.

Gamma tensed up a bit at this as she tried to shake the weird slime creature off. Upgrade managed to stay on, attaching himself to her other claws when she tried to rip him off. Terumi, having moved back from Ragna, glanced to see that everything that this new form was covering on Gamma was getting more streamline and advanced...far more advanced than what they could currently do. He jumped over another swing from Ragna's blade as he went back to playing with the silver-haired man.

"Grr...damn it! Hold still!" Ragna growled as he tried slashing him again.

"Mmm….no," Terumi responded as he leapt back from the attack, "Instead, how about I give you this? **Infernal coils!** "

With that, three venom green energy rings surrounded Ragna, holding him in place before Terumi used one of his chains to pull the silver-haired man towards him. He then proceeded to deliver a series of fast slashes on Ragna before pausing for a moment, three venom green energy snakes appearing behind the snake-eyed man before he delivered another strike, the energy snakes colliding with Ragna as he was sent flying back. Terumi smirked before a fist slammed into his face, sending him crashing into the monolith.

"What the…?" Terumi looked at Gamma, seeing all her armor was now covered in black and highly-upgraded with her face covered in a visor with the Omnitrix on her chest and Upgrade's 'face' on the mask.

=Ugh…= Upgrade groaned =Not sure how long I can keep this under control= he had Gamma point at Terumi =but I'll use what time I do have before she can get me off to kick your ass, Terumi!=

"...Fine," Terumi smirked a bit, "While Rags is resting, I'll play with you for a bit, Benny-boy! Or…" he paused as he snickered a bit, "Should I call you Benny-chan since you're like this?"

=How about we just settle for me kicking your ass= Upgrade-Gamma replied as she rushed at Terumi, swinging her glowing green claws at him.

"Very well. Let's dance, bitch!" Terumi grinned, summoning Ouroboros as he sent the chains at Upgrade-Gamma.

' _These things...They're moving so slow to me now,'_ Ben thought, seeing the snakes move at a snail's pace to him before Upgrade-Gamma caught all the chain in one hand and tore through them with the claws of the other, _'...Just how powerful are these Murakumos?'_

" **Serpent's Infernal Rapture!** "

Upgrade-Gamma tensed a bit as she backed up from Terumi's rising kick attack before quickly blocking a strike from the snake-eyed man's daggers. Her 'face' glowed before a wide-spread beam erupted out of it at Terumi. Terumi quickly brought up his arms to block it as the beam impacted with him, sending him skidding back a few feet. When the dust settled, Terumi was glaring straight at Upgrade-Gamma.

" **Infernal Coils!** "

The same three energy rings appeared around Upgrade-Gamma as another of Terumi's snake chains headed straight towards her. For a brief moment, Upgrade-Gamma struggled before swinging her claws, breaking the chains.

=HAH! Gotta try h…= Upgrade-Gamma began before she started to spasm and grabbing her face, _'Aw crud! Can't. hold. her. back!'_

Gamma let out a roar as she tore Upgrade off her, her armor back to normal, and threw him at Ragna, hitting the guy and knocking him flat on his back.

"Watch it!" Ragna snapped as the two got up.

=You watch it…= Upgrade groaned.

"Hey, you were the one who crashed into me!" Ragna argued.

=Well I wasn't the one who got thrown like a ragdoll!= Upgrade argued.

"Why you…= both growled.

"Terumi…" Gamma spoke up, her voice not so monotone as she glared at the two arguing, "May I kill these two now?"

"No, no, no...allow me," Terumi answered as he began walking up to Upgrade and Ragna, "Hey. If you two are done arguing, what say we end this little fight of ours?"

' _This is bad. I only have enough charge to go into one more transformation. Ugh! I need that Master Control un...Lightbulb,'_ Ben thought as Upgrade looked at Ragna =I have an idea, but I need you to keep them distracted= before Ragna could say anything, Upgrade slapped his Omnitrix symbol, releasing a flash of light that faded to reveal nothing there, _'Okay…'_ a tiny frog-like alien that Ben became thought, hiding in Ragna's pocket, _'Time to see if this works or not…'_

"...I dunno what you got planned, kid…" Ragna began as he gripped the hilt of his blade, "But you better hurry it up."

"Oh? Think you can take both of us on now, Rags?" Terumi smirked, twirling one of his daggers like a pro before stopping, "Very well then, as some of the young people would say...come at me, bro!"

"Gladly... **Hell's Fang!** " Ragna roared as he swung a fist at Terumi.

Terumi just smirked as he sidestepped the attack. He continued to dodge the flurry of attacks Ragna sent his way before he backed up into the monolith.

"Got you!" Ragna shouted as he got ready to punch Terumi, only for Terumi to dodge as he moved out of the way, causing Ragna's fist to hit the monolith, "Damn it!"

"Heh….gotcha."

"Huh?" Ragna blinked before he cried out in pain as the monolith shocked him before he was sent flying back, "Grr...bastard…" Ragna growled as he got up, gripping his blade, "Carnage…!" he began before tensing up, the silver-haired man having trouble pulling his blade out, "...what the…?"

"Heh...what's wrong Rags? Can't use that Grimoire of yours?" Terumi smirked, "Well...that's what you get for punching that monolith...then again, you were so intent on trying to hit me, you didn't even notice I was setting you up for it."

"The monolith?" Ragna repeated.

"Yup. You see a 'friend' of mine set a special defense system incase anyone tried to attack the Monolith or Cauldron," Terumi explained, "Gamma, care to explain?"

"Of course. Anything mechanical or powered by Siethr is shut down the moment they try to hit the monolith," Gamma explained, "In short, your Grimoire became useless the moment you hit the monolith, Bloodedge."

"Grr…!"

"Oh? Are you upset, Rags?" Terumi asked with a smirk, "I mean, you gotta know you can't beat me. I mean, I was tossing you around like a ragdoll while Gamma was busy with that brat. Though..." he paused as he tapped his chin a bit, "Maybe I did play a little too hard. Just be thankful I didn't use my Astral Heat on you."

"You bastard…" Ragna growled.

"But I think I'm getting off track here," Terumi admitted, "Oi, Kusanagi."

Mu-12 didn't say anything as she appeared right next to him.

"How about you head on over to the Cauldron and…" Terumi paused as he gave a dark grin, "...kill the shit out of Amateratsu?!"

"...Acknowledged," Mu responded as she disappeared.

"Wait, Noel! Don't…!" Ragna began before Gamma harshly kicked him in the stomach, sending him crashing into the ground.

"Woah there, Rags ol' buddy ol' pal, you're being a little pushy," Terumi 'scolded' him, "Also, she's got a name, you know! Kusanagi! Not Noel. Noel's just a puppet." He then smirked as he pointed at Ragna, "Just like you, Rags. She's just somebody else's puppet."

"...Kid, you better be done," Ragna whispered as he stood up, gripping the spot Gamma kicked him in, "I'm about ready to lose it any second now."

"Hold on. Almost there aaaaaaand…" Greymatter replied before a beep went off.

=MASTER CONTROL UNLOCKED. 1,000,912 SELECTABLE ALIEN SPECIES NOW AVAILABLE=

"Say what?" Terumi raised a brow, everyone hearing that.

"Bingo," Greymatter grinned as he jumped out of Ragna's pocket, changing into Ben, "Just in time, too. I was timing out just before it unlocked."

"...So that's where you were hiding," Terumi noted, "Heh...thought you turned tail and ran."

"Nah. Just needed some time to even the playing field," Ben replied, turning into Upgrade without touching the Omnitrix =And trust me…= he shifted into Feedback, "I've been dying to try out some of the forms I haven't unlocked." he looked at Ragna, "You think you can still keep going, Ragna?"

"Yeah...just a bit," Ragna nodded as he glared at Terumi, "I'm not gonna rest until I kick that bastard's ass."

"Good," Feedback nodded, "Dibs on the dragon girl than."

"Reevaluating…" Gamma examined Feedback as he shifted into XLR8 and rushed at her, turning into NRG at the last second to deliver a radiation-engulfed lariat, hitting her hard in the face as she staggered back a bit, "...Threat Level...unknown. Response...immediate termination."

"I think not," NRG replied, shifting into Fasttrack and zipping back to dodge the claws that had tried to impale him, "I just love Master Control."

"Well...this is new," Terumi noted before he jumped back from a slash from Ragna, "...Seriously? You're gonna fight me in that condition, Rags?"

"I'm gonna rip your goddamn head off!" Ragna growled.

"...Heh, fine," Terumi smirked as Ouroboros appeared around him, "Have it your way."

* * *

Back at the fight with Relius, Kevin was getting annoyed. Every time he cut through one of those dang giant puppet limbs, another would take its place to hit him. He had to admit that the kid was doing good at avoiding the attacks even if all his smaller puppets were having issues of trying to hit Relius. As for Gwen...

"Interitum Spiralem!" Gwen called out, sending a sphere at Ignis, the sphere spiraling into a massive drill as it got inches away from her, earning a drill made from Ignis's claws in return to block it before Ignis made a backflip to avoid a swipe from Nirvana.

"Ignis…" Relius spoke up, dodging another strike from Kevin, " **Geara Act**."

Ignis's claws became saw blades as she fired them at Gwen. Gwen performed a cartwheel to dodge the blades. They curved back at her, but Nirvana rushed to blocked the blades with her claws, sparks flying from the blades colliding.

" **Val Lanto** ," Relius commanded as he side-stepped another swing of Kevin's claws before making a hop back to avoid the little knight and its large lance from Carl.

The tassels on Ignis's 'hat' surrounded her once more as she charged forward, the saw blades already out as the robot-like puppet charged at Gwen.

"Ada!"

Nirvana moved between Gwen and Ignis, readying her own claws as she grabbed the spinning saws, causing more sparks to appear as Nirvana held Ignis back.

"Hmm….interesting," Relius noted, side stepping another strike from Kevin, "You've improved Nirvana quite a bit since I last saw you, Carl."

Carl just gave an enraged growl at him as he sent another knight-themed puppet at Relius, only for Relius to summon another of the large, mechanical hands as it punched the knight puppet back. Carl barely avoided the returned puppet, the knight shattering when it struck a pillar.

"However, you may need to improve your other creations," Relius added, dodging yet another one of Kevin's strikes and knocking him back with a large mechanical fist.

"Yeesh, this guy's tough," Kevin scowled as he regrouped with Gwen and Carl, "Any ideas you two can offer?"

"We need to try to disable Ignis. If we can do that, all four of us can attack Relius at four different directions," Gwen suggested.

"I have an idea on how to do that," Kevin replied before putting his hands on Nirvana's claws and giving them a coating of taedenite, "There we go."

"What did you do to her?!" Carl growled at Kevin.

"Relax, kid, her claws are coated in a material that can cut through nearly anything," Kevin replied as Nirvana lightly scratched a thick piece of debris beside them, cutting through it like a blazing-hot knife through warm butter, "That should give her an edge over the puppet lady over there."

"...I see," Carl noted as he looked at Nirvana, "Sis, are you okay with this?"

"..."

"Okay, Sis," Carl nodded.

"Good. Now…" Kevin paused as he looked over at Gwen, "What do we do about those robot arms he keeps summoning?"

"He can't have an infinite amount of them. Just keep destroying them, Kevin, and I think he'll run out soon enough," Gwen assured.

"Hope you're right," Kevin said as he turned back towards Relius, "Because this guy is seriously asking for it."

Relius seemed to just stand there as Ignis stayed near him, ready to attack at any moment. Silence befell the room as the two groups stood ready. Kevin cracked his knuckles as Gwen covered her hands in sphere of mana. Carl adjusted his hat while glaring at Relius and Nirvana stood at the ready. A few seconds past until a piece of stone fell off one of the pillars as it hit the ground.

"Ada!/Ignis."

The two robot like puppets immediately charged at each other as they clashed, their arms almost completely blurs as they traded blow after blow. Nirvana managed to swing and strike Ignis's left claws, slicing right through it with ease. Ignis seemed to wince as she moved back from Nirvana, gripping the limb that was just cut.

"Ignis, G-" Relius began before jumping back from a sphere of mana, the masked man summoning two mechanical arms to block the incoming barrage.

Kevin roared as he cut through the two arms. Relius was about to dodge before Kevin managed to grab him by the shoulder.

"I don't think so!" Kevin shouted, reeling back his free arm as he clenched his fist, "Now eat this, ya masked freak!"

Relius was silent as Kevin's fist impacted with his face, sending the masked man flying towards a pillar before Ignis caught him with her good arm.

"Now that felt a bit better after all that annoyance with your puppet stuff," Kevin smirked.

"Hey…" Carl frowned.

"No offense, kid," Kevin rolled his eyes.

"...interesting…" Relius spoke up, his mask cracked on the side as he wiped a bit of blood from his mouth, "Had my mask not taken most of the blow, I would have been heavily injured."

"Well guess what: there's more where that came from," Kevin smirked, shifting his hand into a mace, "And this time, with spikes."

"Hmmm...It appears that I will need to relocate for the time being," Relius noted before snapping his fingers, "Ignis."

Ignis nodded as she flew up into the air, avoiding a strike from Kevin and Nirvana.

"I apologize for ending this battle so soon," Relius stated as he looked down at the group, "But I am done examining for the time being. Plus...I am needed else."

"What?! No...I won't…!" Carl began as Ignis flew off into the shadows, "Ada, don't...don't…" he panted as he fell to his knees, the young boy now panting heavily.

"Easy now," Gwen advised as she caught Carl before he could fully collapse, her eyes glowing briefly, "Carl, listen to me. Did you put something into your system to help you get here and fight?"

"...Y…yes…" Carl panted, "I...I heard he was…here and...I…" he paused as he tried to stand up, "I...I can't...let him...get away now….not...not when I….I…" he couldn't finish as he slowly began to lose consciousness.

"Just rest for now, Carl," Gwen assured as she gently picked him up, "Kevin, we need to get Carl to Ms. Litchi." she looked over at Nirvana, standing and just staring at them, "Can you follow us or do you want Kevin to carry you."

"What?" Kevin asked.

"..."

"S...sis says...she'll...follow...you…" was all Carl said as he finally lost consciousness.

"Let's get going," Gwen ordered.

"What about Ben?" Kevin asked, pointing a thumb over his shoulder to the stairs.

"Knowing him, Ben's probably done something so crazy that it worked," Gwen replied, "Now come on! Whatever Carl put into himself is damaging his body internally right now."

"Got it," Kevin nodded as the group made their way out of the wrecked hall, looking back at the area Relius once stood, _'...Next time I see that guy, he's good as dead.'_

* * *

Back with Ben and Ragna, the two were having different results in their fights. For Ben, with the Master Control unlocked, he was managing to stay even with Gamma, often switching between NRG and Swampfire to block or regenerate before fighting back with a heavy-hitter or lightning-fast alien. As for Ragna, he was currently sporting tears in his clothes, exposing cuts of different depths as blood dripped from the opened wounds. Terumi had a twisted grin on his face as he enjoyed the looks of pain he gave Ragna each time he cut into him, or delivered a hard kick to his head, side, or one of the spots he cut him in.

Gamma, in the meantime, was paying close attention as Ben changed into one of his more faster aliens. When she caught track of him, she quickly thrusted one of her arms forward, sending forth a small barrage of galaxy colored energy arrows at her target. A flash of light later and Swampfire grunted as he was torn through by the arrows, the burning holes left behind sealing up.

"Man...That still stings, you know," Swampfire noted.

"Awwwww...Poor little old Rags! Doesn't he just look pitiful?" Terumi taunted, "That little grimoire you're so damn proud of won't do _shit_ against me! Totally worthless! Hahahaha!"

"God...damn...it…" Ragna grunted.

"Huh? Are...are you upset? You aren't upset are you, Rags? I mean...you've gotta know you can't beat me, right?" Terumi smirked, "Hm...Maybe I did play a little too hard."

"You...bastard…" Ragna growled before one of the snake chains hit him hard in the chest, "Gaah!"

"But hey. Look it at this way…" Terumi began with a twisted grin, "At least that self-righteous bitch of yours is off napping in the dark somewhere..."

"...! What did you do to Rachel?" Ragna growled out before he was delivered more strikes, "Gah! GUAAAAAH!" XLR8 caught Ragna before turning into NRG to block claws that tried to impale him from Gamma, "You twisted...son of a bitch…!"

"Darn...well this is frustrating," Terumi frowned a bit, "...Oh, not fighting you. That's...I mean, it's not even a challenge really. But that's kinda the problem, you know? Whatever you do, I know you can't win. So this is just...kinda boring. And Takamagahara..." he paused before scoffing a bit, "Man, do they get my shorts in a knot."

"Screw that...I...I can still fight," Ragna argued, "I swore to myself...that I'd...never give up...I...I'm going...to fight...as a human...until the very end!" his Azure Grimoire tried to activate again, "Until the very end!" he weakly smirked, "So Terumi, it's time to 'play.' Bring it on…"

"...Ouroboros!" Terumi shouted, the snake chains heading straight for Ragna as they slashed him in an x-shaped pattern.

"Gah!"

"Picked a great time to grow a pair, Didn't ya?!" Terumi frowned, delivering more hits, "So _you're_ gonna play with _me_ , huh? I don't think you understand how this shit works!"

"GAAAH!"

"DIE DIE DIE!" Terumi roared as he continued to strike Ragna over and over again.

"Ragna!" FourArms exclaimed before turning into a short, stubby, plump, dirty-yellow alien that bounced the arrows sent at him off, "Even if I'm indestructible as The Worst at the moment, that still hurts, ya know!"

Gamma ignored that as she appeared before him and kicked him hard into the monolith.

"Yeah, that's it! Go ahead and Beg for mercy!" Terumi grinned in a twisted manner, relishing in Ragna's screams of pain, "Fat lot it's gonna do ya, but I do so love to hear you scream!"

"Just...shut the hell...up…" Ragna grunted before he was stabbed in the hip, "GAAAH! ...You bastard!"

"Ragna…" The Worst grunted as he tried to get up, only for Gamma to pin him to the ground.

"Well Ragna ol' boy...it's time to say goodbye…" Terumi whispered as he moved his arm forward, sending another of his snake chains at the weakened Ragna, "Now die!"

It nearly reached him before something moved in its path, surprising them. The thing that blocked the path was a Murakumo Unit that wore a tight-fitting gunmetal-grey bodysuit and silver patches of armor with yellow gems in spots on her. A mask covered her eyes while her long blond hair was done in a braided ponytail.

"...Rag...na…" the Murakuro gasped out, blood splurting from the injury on her back.

"Another one?" The Worst groaned as he turned into Big Chill and phased through Gamma's arm and moved away from her, shifting to NRG.

"...Lambda-11?" Gamma whispered as she scanned the injured Murakumo unit, "...No...Nu-13?"

"Nu...what?"

"Damn it. You godforsaken puppet!" Terumi snapped, sending another attack just at her, making more blood spill, "Just get the hell out of my way! Go ahead and die together!"

"Ah!" the girl gasped as her visor shattered, revealing a face that NRG recognized as a red-eyed version of Noel's.

' _What is with these units and look like Noel?!'_ Ben snapped mentally.

"Hey, Nu!" Ragna, specks of her blood on him, gasped.

"Ragna..." Nu whispered, blood trickling from her mouth as she gave a weak smile, "Ahh...Ragna. It's been a long time…" Ragna caught the falling Murakumo, holding her close, "For...for so long, Nu was all by herself...out in the Boundary...I kept...I kept dreaming about...you…" she looked up at him weakly, "That's why...Nu wasn't lonely…"

"I'm so sorry…" Ragna apologized as Nu began to glow softly and fade away, "Nu…"

" _Nu will...forever be...by your side...Ragna…"_ Nu whispered as she faded away completely, leaving Ragna holding empty air.

"Who vas zat?" NRG pondered as Ragna began to glow softly.

"Gu...Uuu…" Ragna choked back a sob, "This is bullshit! Why the hell did you die for me?!"

"...tch, pitiful…" Gamma scoffed a bit, "Dying over something so weak." She then looked over at NRG, "That 'thing' you saw was Lambda-11...but strangely...she was Nu-13. In a sense...they were my sisters...my weak sisters."

"Wha-?! Kokonoe, how did you get into my head?!" Ragna snapped at the air, "...Idea Engine? Hey, Kokonoe!"

"Veak?" NRG repeated as he looked at Gamma.

"Yes...they were weak because of one thing…" Gamma stated, "They let their emotions get the best of them. Emotions like love...kindness...all those things are unnecessary."

"Hey, uh, guys? It really kind of hurts when you just forget about me like that," Terumi noted with a frown, "I mean, I know you've got your own stuff going on, and I'll be honest, that little soap opera and what you two are chatting about was a real hoot to watch, but I…" his eyes widened as he looked at Ragna, who was trembling, "Whoa...what this feeling?"

"...Terumi...Terumi…" Ragna growled as he pointed at him, "I will never forgive you!"

"You won't forgive me? Like I give a damn! Shut up and die already!" Terumi snapped.

"You zink zat emotions are for ze weak?" NRG growled at Gamma, "You are wrong! Emotions are vat makes us strong! And I vill prove it to you, little kinder!"

Ragna clutched his pointing hand into a fist, the red orb on the back opening up to let out an azure light, "Restriction 666 released."

"We went through this! Are you stupid or what?" Terumi snorted as a purple aura began to ebb off Ragna.

"Dimensional interference field deployed!" Ragna continued.

"How will you prove it then?" Gamma asked NRG as this was going on.

NRG slapped his Omnitrix and a flash of light occurred. Standing in his place was an alien as big as Humongusaur, possibly even bigger. He had a green and white body with large cylinders on his arms, specifically near his wrists, that were full of a green energy with dark green bubble-like spheres that moved constantly. He had the same energy on his Omnitrix-shaped chest. His head was a pointed, armored helmet with green solid eyes in it.

"ATOMIX!" the alien declared.

"Now engaging the Idea Engine!" Ragna went on.

"...What?" Terumi questioned.

"It's time I showed you the TRUE power of the Azure!" Ragna declared, "BlazBlue ACTIVATE!" the aura around him intensified, turning blood red and acting more like a constantly tattering and repair aura now, "Time to die, you degenerate son of a bitch!"

* * *

 _SZ: And thus ends part 1 of the final chapter of this arc._

 _GT: Oh-hoh-hoh~! Gamma Vs the unbeatable Atomix and Ragna vs Terumi! This is gonna be epic!_

 _SZ: Indeed. But don't forget, our two heroes have one more obstacle to deal with after dealing with those two...Noel, AKA...Mu-12._

 _GT: Hoo boy...That's gonna be a pain in the tush, even with Master Control and Ben not wanting to use Alien X._

 _SZ: Indeed. Will Ben and Ragna be able to snap Noel out of it, or is she too far gone? That minna...you'll have to wait for until part 2._

 _GT: Aye! See you all then, minnya! *waves*_

 _SZ: Yup. Enjoy, fave, and hopefully leave a review. Until next time, I'm Seanzilla115, and he's GammaTron, bidding you all a good day._


	11. Rebel 10

_SZ: Hey. It's Seanzilla115 again and...hoo man,. a LOT of stuff went down last time._

 _GT: Aye. Lots of fighting, revelations in people, a lot of shocks, and now we're going into Gamma against Atomix and BlazBlue Ragna against BlazBlue Terumi._

 _SZ: Yup, and plenty more stuff in store, so prepare for the action packed last chapter of this arc._

 _GT: Hopefully, they can save poor Noel._

 _SZ: Hai. Here's hoping...but before that, disclaimer._

 _Disclaimer: Neither authors own anything in this story, nor do they own the Ben 10 or Blazblue franchises. They do though own any OC and OC aliens that appear in this story while Benfire(still don't know who came up with her) belongs to the Ben 10 fan community_

 _SZ: Alright...Disclaimers up, so let's get started. Rebel…_

 _GT: ...one!_

 _ACTION!_

* * *

Silence seemed to befell the area, the clouds above floating by as each of the four combatants stood still, Terumi having a slight surprised look on his face as he looked at Ragna. Gamma said nothing as she stared at Atmoix, trying to get a more accurate reading on him.

"Mmm...Ragna!" Ragna glanced at Atomix, "Make sure Terumi pays for his crimes. I shall handle the nefarious Gamma for her callous words!"

' _...The fuck is wrong with him?'_ Ragna thought.

"...The hell is going on here?" Terumi whispered as he looked between the two, "...Oi, Gamma! Deal with...whatever that thing is!"

"Affirmative," Gamma replied before Atomix's fist slammed into her face and sending her reeling back.

"Come upon me, foul villain!" Atomix declared.

' _Oh god. He sounds like that idiot Bang,'_ Ragna deadpanned.

"...Well...while those two are having fun," Terumi began as his venom green aura returned, "Let's start round 2, Rags!"

"...Gladly," Ragna frowned, gripping the hilt of his blade.

Within a matter of seconds, Terumi fired off one of his snake chains at Ragna, intent on biting his head off. Ragna swung his blade and a massive beast-like head made of the energy coming off him formed, tearing apart the chains.

"What the..?!" Terumi began in shock before Ragna was instantly in front of him, "?!"

" **Hell's Fang!"** Ragna roared as he punched Terumi hard in the gut, his fist engulfed by the same dark energy surrounding him.

Terumi gagged, some blood coming out of his mouth, before rocketing away from Ragna. He tumbled along the ground before Ragna was behind him, sending an uppercut that sent Terumi into the air.

"Atomic Punch!" Atomix roared, swinging a fist at Gamma as the same time she swung her claws at him.

The two collided, releasing a pulse of power. Gamma was sent rocketing back in the air before a blur slammed into her. Her eyes widened as atomic energy slammed into her on the impact, tearing apart the area she had been hit at.

"Fissile Whistle!" Atomix declared before delivering an atomic-powered piledriver down on her head, "Collision Fission!"

Gamma grunted a bit in pain as she was sent rocketing towards the ground, the Murakumo just barely stopping a few inches from it before she fired a series of energy arrows at him.

"Fission Collision!" Atomix declared, swinging his arms and released blades of atomic energy, creating explosions when they collided with the arrows, "Give up, fiend! You shall not win against Atomix!"

His response was a large, curved energy blade sent straight at him. Atomix dodged it in time before grabbing Gamma's wrist, her claws inches away from his face. Gamma attempted to pull her arm out, but his grip was too tight.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix chanted as a sphere of atomic energy erupted in his free hand, "Atomic Blast!"

He slammed the sphere into Gamma's exposed gut. Gamma rocketed away from Atomix, crashing into the ground and creating a large gash in it from her body skidding back. Gamma gasped out as she grabbed her gut, the skin horribly burned up as she was missing bits of her armor around it.

"E...error...target's threat level…" Gamma gasped out, trying her best to stay up as she looked up at Atomix, "T...too high...can't...do a thing…"

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomic chanted as he pulled Gamma into a bear hug, "NUCLEAR WINNER!"

Ragna and Terumi paused in their fight when they both noticed the massive pillar of green light that erupted nearby. Outside, the people of the city saw the same pillar of green light erupting from the top of the NOL branch's base, dispersing the clouds above.

After a few seconds of silence, the dust began to settle down, revealing the entire top of the building was gone and the monolith completely destroyed except for a large bit of rubble that Ranga poked out from behind.

"The hell was that?!" Ragna gawked, "No seriously, what the actual hell was that?!"

"R...reserves...at...10%...slightly...decreasing…" Gamma's voice gasped out weakly, causing Ragna to turn and see the Murakumo unit, now missing all but a few small pieces of her armor as her eyes were barely open, "Functions...ceasing...no...must...con...tin...ue...mis...sion…"

 ***CRUNCH***

Atomix looked around once he landed, "Where did she go?" he looked down to see Gamma under his feet, "...Whoops." he stepped off her, revealing she was now in a worse state than before, "Uh...Sorry for landing on you...I think."

"Oi! What the hell, you crazy bastard?!" Ragna snapped as he ran over to him, "I don't know what you did, but you nearly blew me to fucking kingdom come!"

"Sorry about that," Atomix apologized as he turned into Ben, panting a bit, "Man...I keep forgetting how much using Atomix taxes me…"

"Tch...just don't go doing that kind of crap again," Ragna scoffed as he looked down at the unconscious Gamma, "..."

"...So...what do we do with her?" Ben couldn't help but ask before he saw Ragna pulling his blade out, "Woah woah! We're not doing that!"

"You got a better idea? Because the minute she's repaired and awake, she's gonna be gunning for you," Ragna stated.

"I think I've got an idea," Ben replied before turning into Greymatter, "Now let's see…" he hopped onto Gamma's back and poked her on the spine, "Ragna, I need a hot rock right where I'm pointing."

"...Okay," Ragna slowly nodded, picking up a small piece of rubble before using a bit of his aura to heat it up. Once it was hot enough, he carefully placed it on the spot Greymatter pointed to, earning a small, weakened hiss/moan from Gamma, "Now what?"

"Moxibustion weakness point," Greymatter informed, "All species with a spine have a pressure point along it that, once a hot rock is pressed on it, causes the complete relaxation of all muscles related to strength. Even healed up, she'll only be as strong as a newborn homo sapien at three days old."

"...I see," Ragna noted as Greymatter hopped off of Gamma, changing back into Ben once more, "...You are definitely one strange kid."

"...Okay first off; I'm not a kid. I'm gonna be 18 soon enough," Ben stated, "Second; my name isn't 'kid'. It's Ben, Ben Tennyson." he looked around, "Now where'd that Terumi guy go?"

"From the beating I gave him before that blast went off, he probably ran off," Ragna guessed, growling a bit, "Fucking coward."

Before Ben could say anything, the two heard a faint, yet slightly weak insane chuckle fill the air.

"Yes….this…" Terumi's voice panted, causing the two to turn to see the snake eyed man staring at them, blood spilling from his mouth, head, and various other parts of his body as his clothes were greatly torn, "This is it! This is what I've been looking for!" he shouted, laughing insanely before he coughed up some blood, "Come on...Ragna the Bloodedge! let's...resume the fun before that…" he began before he coughed up some more blood.

"This guy's insane," Ben whispered with wide eyes.

"I've...haven't had enough yet…" Terumi smirked as he began to lumber towards Ragna, "Give me more...entertain me!"

"...Tch," Ragna scoffed, shaking his head a bit, as he began to walk off.

"Huh? Wh...what the hell?" Terumi panted before growling a bit, "C'mon, man! Don't fucking be like that! If you're gonna finish me off, just hurry a…" he paused as he coughed once more, "And end it...already…"

"It's like he's intentionally trying to be killed," Ben muttered, following after Ranga.

"Yeah. But that Lifelink is going to make killing him a bitch," Ragna scoffed.

"Lifelink?" Ben repeated.

"Basically if I kill Terumi, I would end up killing Noel as well," Ragna explained.

"What?!" Ben gawked, "How did that happen?!"

"She 'saw' him," Ragna replied, "The moment that happened, she became linked to him. So if one dies, the other dies as well."

"That's just messed up," Ben scowled.

"Agreed," Ragna replied, "Now come on. I have a good idea where Noel went."

"Huh?"

"The only way to Amaterasu is through a Cauldron. There's one under this base," Ragna replied.

"O...oi oi…" Terumi weakly shouted to them, about to fall down any second now, "G...get back here and finish me, you..fucking...chicken…"

"...Shut up," Ragna whispered as Terumi fell to the ground, "You pathetic little worm."

"I could put him on ice," Ben offered, "That'd shut him up."

"...No," Ragna responded, not once looking back at the now unconscious Terumi, "Just let him lay there and suffer…"

Ben wanted to protest a bit right there, but...he knew he was right. After everything Hazama...no. What Terumi has done...he deserved that beating from Ragna. But that wasn't what was important at the moment. Right now, he had to hurry to Noel before anything else happens.

* * *

Meanwhile, underneath the base, Mu stood within a fairly large area, bits of rubble and metal floating around. Amongst the rubble stood a large, almost gate-like structure. Mu looked directly at the strange structure, her eyes blank. After a few seconds of silence, the area began to shake a bit as the structure began to open up, the 'wings' on it moving back as it opened. Within the now opened gate was a vast void of fiery red energy, electricity crackling off it a bit as Mu stared into it.

"...Release of Gate confirmed," Mu whispered, staring into the void.

" **...You have arrived,"** a voice spoke up, catching Mu's attention as she looked to the side, seeing an armored figure staring at her.

The armored figure was tall, easily towering over her. His body was covered in a tight black bodysuit with a series of white armor decorating it, each one sporting red 'eyes.' His face was covered by a blank mask while his long, silver hair was pulled into a ponytail. Resting upon his back was a long katana that was almost as tall as him.

"...Target identified as a Sankishin Susano'o Unit," Mu noted, analyzing the figure before her, "'Petal expansion. Target threat level is SS. Switching to battle mode. Overriding all power limitations."

" **Akuma(devil) created by the hands of man...the godslayer, Kusanagi,"** the armored figure said as he unsheathed his blade, **"Girl of the Azure…I am the white void,"** the area tensed up for a moment, **"I am the just sword,"** the area tensed up once more as a white aura began to surround him, **"I am the cold steel. With blade in hand, I shall reap the sins of this world, and cleanse them in the fires of destruction!"** the white aura erupted, his ponytail splitting up into nine separate ones, **"I AM HAKU-MEN! THE END HAS COME!"**

Mu remained still for a second before she and the armored warrior charged at each other, the former preparing a powerful overhead kick while the latter prepared to slash her. Within a matter of seconds, their attacks clashed, resulting in a powerful shockwave that caused the area to shake violently.

* * *

Upstairs, Ben grabbed onto the railing to not fall down as Ragna scowled.

"What the hell was that?" Ben asked as the 'earthquake' died down.

"...Got a pretty good hunch," Ragna whispered, "If it's who I think it is...we better hurry."

"R-right," Ben nodded as the two rushed down the stairs.

When they got back into the main hall, they noticed a few things. One; it looked like a battle took place here. And two; there was someone stuck on top of a dark colored rune, the person in question being someone Ragna knew all too well. Ben blinked twice, seeing the young girl with her long blond hair pulled into side ponytails in a black and white, frilly gothic lolita formal dress. He had to admit that the red bow on top of her head made her look like she had rabbit ears, though the red eyes made him a bit weary with her.

"My, my, what took you so long?" the girl asked, the British tone evident in her voice.

"...What the hell are you doing here, usagi(rabbit)?" Ragna frowned a bit as he ran over, embedding his sword into the ground and breaking the rune, "More importantly, how the hell did you get yourself captured?"

"Hmph. It seems your tongue is as vulgar as ever, Ragna," the girl noted before looking at Ben, "Interesting. You aren't part of this world, are you. Not a Chrono Phantasma, but...something else."

"Wh-What?"

"I see now...You must be the one the Time Walker likes to speak of," the girl noted, "Benjamin Tennyson."

' _She knows about me?...Wait. She knows Paradox?'_ Ben thought in surprise.

"Oi, usagi," Ragna spoke up, "I don't know what the hell you're speaking about at the moment, or how you know this kid…"

"I'm not a kid!" Ben frowned.

"...or what the hell a time walker is," Ragna went on when the area rumbled again.

"Oh hush up, Ragna," the girl informed, "I suggest that we hurry. Haku-men is in combat with Noel Vermillion at the moment."

"Damn it….we better hurry then," Ragna said, about to run off before stopping, "...Oi, Rachel."

"Hmm?"

"I beat the living hell out of Terumi," Ragna stated.

"Oh? Well done then."

"Though, Gamma was there as well," Ragna frowned as he looked at Ben, "And this kid beat her all but good."

"Not a kid!" Ben snapped in annoyance, "Again, going to turn 18 soon!"

"...I see," Rachel noted, having ignored the outburst from Ben, "It seems you are not the only thing that is different for this continuum."

"Huh? Wh...nevermind," Ragna shook it off, "Come on. Let's just keep moving."

"Right," Ben nodded as the two hurried off once more.

"...Ragna," Rachel spoke up, catching Ragna's attention, "Do be careful."

"...I don't need you to tell me that," Ragna said

* * *

Back over at the battle between Mu and Haku-men, the place was starting to become even more of a wreck with each stalemate the two entered.

" **As I suspected, Kusanagi, you pose quite a challenge,"** Haku-men admitted, gripping his blade as he waited for Mu to attack.

"...Damage minimal," Mu stated in her monotone voice, crystal like objects surrounding her, "Continuing attack."

Haku-men prepared himself for the attack before Mu tensed a little.

"...Nox Nyctores detected," Mu spoke.

"You…" a voice spoke up, catching the two's attention as Jin walked in, his clothes having a few tears and dried up blood on him, "Are you Noel Vermillion?"

" **Jin Kisaragi...What are you doing in this place?"** Haku-men demanded.

"...You're in my way," Jin stated, "Move."

" **What?"**

"Was I not clear enough for you?" Jin frowned coldly, "I told you to get the hell out of my way," he stated as he glared at Mu, "This enemy is mine alone."

" **...This is not an enemy you can defeat,"** Haku-men warned him.

"This is our fight," Jin argued, glaring at the armored warrior, "You are nothing more than a ghost out of my past. Just stay the hell out of this!"

" **...Hmph. Can your deeds support such weighty words?"** Haku-men asked, sheathing his blade.

"...Summon; Yukianesa," Jin whispered, the air growing cold as a pillar of ice appeared before Jin that shattered, revealing his sword.

"Target's threat level is SS. Switching back to Battle mode. Overriding all power limitations," Mu stated, preparing to engage him.

"Come on…" Jin challenged as he got into a drawing position, preparing to unsheath his sword as he glared at Mu-12.

Silence befell the room as the two waited to see who would make the first move. The crystal bits stood ready near Mu, waiting for her command while Jin gripped the handle of Yukianesa tightly. A piece of rubble fell from the ceiling as it slowly headed towards the ground. Once the rubble landed on the ground, Jin made the first move by quickly unsheathing his sword, sending a cutting wave made of ice at Mu-12. Mu-12's crystals shot quick shots, shattering the ice.

Jin quickly closed the distance between them as he sent a horizontal slash at her, only for Mu to block it with one of her bladed gauntlets.

"Impact," Mu ordered, causing two of the crystal bits to slam into Jin, causing him to cough up a bit of blood, "Slash."

Jin cried out as he was knocked back by the strike of Mu's 'wings' on him. She moved back, avoiding a slash from Haku-men's blade, before flying over his kick at her.

" **Sword of Decimation,"** Mu said, her 'wings' separating before reforming behind her into a 'blade', the 'blade' covered in white energy as she slashed down at Jin.

Jin quickly brought his sword up to block it, grunting from the force of the attack. Mu canceled her attack, barely avoiding the slash from Haku-men's blade once more. He delivered a series of slashes and kicks at her, only for Mu to dodge each and every strike. Seeing her distracted, jin quickly took advantage of this as he quickly ran up to her from behind, unsheathing his sword as he prepared to slash at her. However, his blade was soon stopped by Mu's crystal bits, two keeping it in place while two others began to open fire on Jin, each shot shattering any ice he formed to block them.

"Gh!" Jin winced in a bit of pain as a few stray shots hit him, leaving scorch marks on his clothes as he quickly jumped back, "Ugh...damn...she's tougher than I thought."

" **Indeed,"** Haku-Men agreed, **"It's because she's awakened as Kusanagi, the sword that can slay gods. But I won't allow her to finish what she's been tasked to do."**

"Grr...stay out of this!" Jin snapped at him, "I told you this is 'our' fight, so don't interfere!"

"Target's threat level slowly decreasing," Mu stated, "Slash."

Haku-Men blocked the strike, grunting as he skidded back a bit. Jin quickly recovered his sword before stabbing it in the ground, causing a large, ice made blade to burst from the ground behind Mu-12, only for the crystal bits to surround her and encase her in a prism-shaped barrier that blocked the attack.

"...Pointless," Mu whispered, her barrier dissipating as she looked at Jin, "Slash."

Jin tried to block the incoming strike, but it was too fast for him, "G-Gaaaah!"

" **You…"** Haku-men growled as an aura appeared on his sword.

He swung his blade, releasing the aura as a slash charging at her. Mu-12 encased her within the barrier once more, the attack impacting against the barrier as it died down, leaving a small, yet unnoticable crack in it before Mu dismissed the barrier.

"Guh...d...damn it…" Jin grunted as he struggled to stay up, holding his now bleeding chest, "I...I can still..." he panted as tried to move forward, only to stumble a bit as he began to fall backwards, only to bump into something, "...h...huh?"

" **...The Beast."**

"Wow," Ben noted, looking at Haku-men once he had entered the area.

" **You do not belong in this time,"** Haku-men noted, the 'eyes' on his armor all 'looking' at Ben.

Ben tensed a bit from the gaze he was getting from the armored warrior. Just from looking at him alone, Ben could tell he was extremely powerful.

"Hah...you're late…" Jin spoke up, looking over his shoulder a bit to see Ragna standing behind him, holding the injured swordsman up, "My dear brother…"

"Wait. You're brothers?" Ben asked, looking at the two in confusion.

"Long story…" Ragna replied before looking back at Jin, "As for you...heh. Well, I was just waiting for you to get the crap kicked outta you."

"...Heh...that is so cruel...brother.." Jin chuckled weakly.

"Recalculating threats," Mu spoke, looking at Ragna and Ben, "Ragna the Bloodedge, Threat Level S. Ben Tennyson, Threat Level Unknown."

"She sounds like Gamma," Ben repressed a shudder.

"Tch...yeah…" Ragna said, looking at Mu for a second before looking at Haku-men, "Oi, masked freak. Take care of this idiot for me."

" **Gamma? How is that possible? She should have been…"** Haku-men began as Ragna handed him Jin.

"Someone fixed her back up," Ragna scowled.

"But we kicked her butt but good," Ben smirked.

"Warn me next time, dammit," Ragna grumbled.

"Sorry," Ben whispered to him.

He then looked over at Mu, seeing those cold, soulless eyes staring right at him and Ragna. Those eyes...they weren't the same ones Noel had...these eyes...they belonged to someone who wanted the world to end. Within a flash, he changed back into Atomix and cracked his knuckles.

"Ragna, I do hope you are ready for this thrilling battle to come," Atomix advised.

"Seriously. Why the hell do you talk like that in that form?!" Ragna demanded as he pulled his blade out, "Seriously, don't you have something with a less annoying speech pattern?! And you!" he snapped, looking over at Mu now, "...Noel, you idiot!"

"!?" Mu tensed a bit at the mention of that name.

"What the hell were you thinking going down to that level?!" Ragna growled, "Kusanagi? The God-killing sword? Screw all of that! You're Noel vermillion, aren't you!?"

"...Unable to identify target's emotional wavelengths," Mu stated as she scanned Ragna, "Pattern unknown...unknown…"

"Noel, we beseech to you! This is not who you are!" Atomix called, "We're quite concerned for you and what has happened to you."

"Shut up," Ragna growled under his breath, "Let me handle this because right now I just want to rip your vocal chord or whatever you use to talk like this out and shove them up your ass with each word you say, kid."

"...Shutting up."

"You better," Ragna muttered before looking back at Mu, "Noel...you wanted to talk to me. Remember?"

"..." Mu remained still as she stared at the two. However, something seemed to pop up in her mind...a memory. Why would such a thing come up in her mind?

"Look...I'm sorry about before, ok?" Ragna sighed a bit, "So now...let's talk."

"...Indefinable energy signature detected within target Ragna the Bloodedge," Mu stated, her crystal bits surrounding her once more, "Preparing to engage targets."

"...Fine then. Besides, I need to do something about that armor anyway," Ragna said, gripping the hilt of his sword as he got ready for battle, "...And now you can say something."

"Verily! Onwards to battle!" Atomix declared, atomic energy coating his fists.

Haku-men said nothing as he stood on the sidelines, the heavily injured Jin resting as they watched the three prepare for battle.

 **THE WHEEL OF FATE IS TURNING!**

 **REBEL 10!**

 **ACTION!**

Mu fired lasers at the two. Atomix rolled out of the way as Ragna blocked the shots with his sword. Atomix rocketed at Mu and swung a fist at her. She moved away from the attack before getting hit by a black beast made of some sort of dark energy.

" **Dead Spike!"** Ragna declared, quickly dismissing the dark energy beast before charging at Mu, " **Hell's Fang!"**

"Sla…" Mu began before Atomix rammed into her back, coated in atomic energy.

" **Collision Caution!** " Atomix declared.

Mu quickly recovered midair before summoning her barrier, quickly blocking Ragna's attack as she turned towards him, dismissing her barrier as her 'wings' formed into a blade once more.

" **Sword of Decimation,"** Mu stated as she slashed down.

Atomix moved between them and caught the blade in his hands, both coated in atomic energy, "HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!"

"Oh not again!" Ragna tensed..

Atomix continued to chant it as Mu tried to pull her blade out of his grasp. The sound of metal groaning echoed as Atomix began to bend and twist the metal part of the blade until ultimately crushing it. A flash of light and Swampfire panted.

"Ugh...C-Can't use Atomix anymore right now," Swampfire huffed, "But I took one of her attacks out for ya. That only leaves..." he began before one of Mu's crystal bits rammed into him, sending him staggering back a bit.

" **Arrows of Heaven,"** Mu stated, her bits sending out energy balls covered in what Swampfire assumed was white electricity as the attack headed straight towards him and Ragna.

A flash of light and plugs collided with the electricity, "Aw yeah~! Time to give you a little Feedback, Noel!" Feedback smirked as the attack's energy was absorbed into him, "What goes around comes around!"

He swung his fingers at Mu and sent blasts of energy from the tips at her, only for it to be blocked as Mu summoned her barrier once more.

"...That thing's going to be a problem," Feedback muttered.

"Hey, you absorb energy in that form, right?" Ragna asked.

"Yeah. Any kind."

"Look at what her barrier's made from."

"..." Feedback grinned, "Good thinking."

Feedback let his antennae swing out and collide with the barrier. Ragna charged in with his Azure Grimiore engulfed in the dark power. The barrier vanished once Feedback absorbed enough energy from it, letting Ragna finally score a hit to Mu's gut, his fist digging into it. Mu seemed to flinch in pain as she was sent skidding back, the bladed parts of her leg armor leaving gashes in the ground as she came to a halt

"Okay, I think we've got a good counter system set up," Ragna smirked, "You take the shots and her shield, and I can get in close."

"Not sure if I have a limit, though," Feedback advised, "But I can fire shots to deplete what I've got stored. Just don't get your butt kicked by her. Don't want to let anyone know about that."

"...Gonna pretend I didn't hear th-" Ragna began before he quickly ducked, dodging a slash from one of Mu's bladed legs, "GH?!"

Feedback fired off a few shots at Mu. Even with her 'wings' gone, she was still fast and quickly dodged the shots sent at her.

"I just thought those things were just some sort of weird decoration thing," Feedback noted, seeing the marks left in the ground from Mu's legs, "Ever think of that about them when you first saw them, Ragna?"

"Yup," Ragna replied, unconsciously gripping his stomach area, "Big mistake."

"Yikes. Wel-woah!" Feedback yelped as he barely ducked from an overhead kick from Mu, her bladed leg armor slicing the debris that was behind him in half, "Easy now! I think I'd feel better if she just gave cutting remarks, don't you?"

"Do you have to make quips at a time like this?!" Ragna snapped.

"It helps," Feedback shrugged, firing a blast of electricity at Mu,, the woman jumping over the attack to try to cut him before a flash of light had her leg collide with NRG's arm, "Did I mention zat I love ze Master Control? Because I do, ja."

Mu said nothing as she summoned her crystal bits, which began to fire upon both Ragna and NRG, the former blocking the shots with his sword while NRG grunted as he shielded himself with his arms. NRG began firing nuclear energy from his grill in retaliation, only for Mu to move to the side and dodge it.

"Blast. She's quick in ze dodging, ja," NRG grumbled before another flash and Diamondhead cracked his knuckles, "Any ideas on snapping her out of this?"

" _I'm afraid it's not that simple,"_ Rachel's voice echoed through Ragna and Diamondhead's heads.

"What the…?!" Diamondhead freaked before looking at his Omnitrix emblem, "...She's not hacking this…" he looked at Ragna, "Telepathy?"

"Yes," Ragna responded, _'And what're you saying?'_

" _I'm saying is as long as she's in this state, I fear there is nothing anyone can do to save her,"_ Rachel responded.

' _Wait a second. Are you saying there's no way to save her?!'_

Diamondhead clenched a fist while gritting his teeth, "I don't believe that. Everyone has a chance to be saved, we just have to find a way."

" _I am sorry, but she's already been tempered. Even a fool should be able to see that this is hopeless."_

' _...!'_ Ragna tensed a bit, growling a little as he gripped his sword.

" _Before our worst fears are realized...you must pluck out her soul, Ragna the Bloodedge."_

"...He has to do _what_ to her?" Diamondhead asked.

" _Did I not stutter, Benjamin Tennyson? Only Ragna and his Blazblue can accomplish this,"_ Rachel explained.

' _The Blazblue?'_ Ragna repeated mentally.

" _The details must wait. Suffice it to say that the Blazblue's original form is that of the Cauldron, which should allow you to shatter her soul from within,"_ Rachel explained, _"I fear that is the only way Noel Vermillion can be saved."_

"No way. I'm not giving up on her," Diamondhead argued, "She has friends completely worried about her, waiting for her to come back to them and be able to make things right with her. I nearly made the same mistake that you're trying with Ragna and I still have times where I can't forgive myself for thinking killing my friend was the only way to save him and others. There's always another way to save someone than just killing them!"

"..." Ragna said nothing as he stood there, his hands still gripping his sword as he took those words in. He wanted to save Noel, too, but...was there really another way, or...will he have to end up killing her?

"...The world...hates me…" Mu whispered, catching their attention, "I'm...not human..I'm a doll...a doll...a doll….that should not exist."

"A...A doll?" Diamondhead whispered, "So what?! Human, doll, whatever! You're a living being, Noel! You have hopes and dreams just like anyone else! I have friends who are human, part human, and not even human! I have a cousin who could be the equivalent of living mud and I don't care about her not being human. What matters is that you're alive, that you're someone who can make their own choices, both good and bad. You have a right to exist because you're your own living being!"

"..." Mu said nothing as she stared at him with her cold, emotionless eyes, a whirlwind of emotions blowing through her at the moment, mostly anger.

"...Oi, ki...Ben," Ragna spoke up, getting Diamondhead's attention, "Stand back...there's something I'm going to try."

"You got a plan?" Diamondhead asked, "Go for it."

"Thanks. You just cover me while I get close to her," Ragna said before declaring, "Invert Idea Engine connection!"

Mu tensed a little as she stood her ground, the Murakumo unit preparing to attack once more as her crystal bits floated near her.

"Noel, this is going to hurt...a lot," Ragna whispered, gripping his fist, "But it needs to be done."

Mu attempted to fire at him when crystal shards pierced her bits and covered them in themselves. Diamondhead smirked as his hands changed back into hands, giving a thumbs up to Ragna. Ragna nodded as he took this chance and ran towards Mu, who tensed a bit as she summoned more crystal bits as they opened fire on him, a few shots piercing through the silver haired man as he ran closer and closer, ignoring the pain. Mu attempted to move back when she saw her legs were connected to the ground by being engulfed in Diamondhead's crystals, the Petrosapien keeping his hands on the ground to keep the connection to them.

"C...can't...move...must...e-" Mu began before Ragna grabbed her head, specifically her headpiece," ?!"

"Noel, wake the hell up…" Ragna whispered, his arm starting to crack as he tightly gripped Mu's headpiece, "You idiot!"

With a roar, Ragna shattered Mu's headpiece, his arm shattering in the process as Mu staggered back, her eyes widened in slight surprise and shock. Diamondhead dismissed the crystals while gawking at the sight, the surprise of what Ragna gave up making him revert back to Ben. Mu seemed to stagger a bit before she started to fall, Ragna quickly catching her with his other arm as the blond lost consciousness, her armor disappearing and replaced with a white cloak-like garb.

"S...She's okay, right?" Ben asked as he ran over, cringing at the blood from where Ragna's arm had been, "Ragna, your arm…"

"I know…" Ragna whispered to him, looking back at the unconscious girl in his arm, "...Man, the things I do for you…"

* * *

Elsewhere, within what seemed to be a white void stood three chairs. However, there seemed to be people sitting in them given the shadows.

" _This is interesting,"_ one of the shadows spoke in a woman's voice, _"That teenager...Ben Tennyson...He is an irregularity this continuum. And that power of his...that 'Clockwork' as he calls it…"_

" _Indeed...a truly powerful creature,"_ another of the shadows noted in a male voice, _"However, I feel as if it's not truly his most powerful creature."_

" _What do you suggest we do?"_ The last of the shadows asked, _"Surely someone with an ability such as his cannot be allowed to roam freely."_

" _Agreed,"_ the 'woman' of the three nodded, _"Should we have Amaterasu reset itself to a point where we can make him take a 'bad ending'?"_

" _No. Let us continue to observe this boy. If he ever goes down a dark path, then we might have no choice but to have Amaterasu erase him,"_ the first 'male' of the three stated, _"And then there's Ragna the Bloodedge. Who would've thought he'd beat the Eye?"_

" _What did he say before defeating the Eye? 'Idea Engine'...It seems that he's quite a conundrum,"_ the second 'male' noted, _"In the other timelines, he's never obtained something that let him bypass that monolith's limiting. But this timeline...he was able to beat the snake. Perhaps we should reavaluate his value."_

" _Correct. I will record this phenomenon as a possible Continuum Shift,"_ the 'woman' of the three stated, _'However...this phenomenon will hinder the process of destruction."_

" _I suppose, but this is a net gain in the end, isn't it?"_ The second 'male' of the three asked, _"After all, if Noel Vermillion loses the power of the Eye, then we can inherit the Azure."_

" _Correct. Noel Vermillion is an uncertain factor,"_ the 'female' of the three noted, _"While she has appeared more often than not in recent continuums, this is the first time she has ever been close enough to losing her power of the Eye."_

" _I suppose you're right. But so long as we have the Azure, we can deal with that issue,"_ the second 'male' of the three stated, _"Of course, there's still a matter we need to deal with…"_

" _Indeed...we need to eliminate the Singular Point."_

" _Agreed,"_ the 'woman' nodded, _"I will begin the re-initialization of Yuuki Terumi."_

" _See th-"_

" _ **God damn this place is disgusting."**_

" _?!"_ the three shadows tensed as they looked up to see a black and venom green ghost like figure standing in the middle, a single 'eye' and a large, unsettling grin on its face.

The green ghost grunted as it stretched a bit, looking around at the three as it did so, _**"I took the time to pay you all a visit. The least you could do is offer me something to drink. That's poor manners right there."**_

" _...How the hell did you get in here?"_ The first 'male' demanded.

" _More importantly, how did you get in without us detecting you?"_ The second 'male' asked.

" _ **Oh, you know. I've got my methods,"**_ the green ghost chuckled.

" _...This is incorrect. I have examined every possibility. There is no history of an intrusion,"_ the 'female' frowned.

" _ **That's because you guys weren't looking,"**_ the ghost snickered, _**"Ironic. You're observers, yet you all forgot to look for a moment."**_

" _?!"_ the 'woman' gasped.

" _ **Finally. One of you gets it. Got so distracted by seeing your precious Eye of the Azure getting beaten for the first time ever,"**_ the ghost applauded.

" _...He is correct. For 1/480000th of a second, the system was engaged solely on observing the phenomenon in question."_

" _But that's easily within the range of retroactive modification,"_ the first 'male' noted.

" _ **And yet, here I am~!"**_ the ghost laughed, _**"Oh, this is just so damn enjoyable surprising you all like this!"**_

" _...This should be impossible. A human can't…"_

" _ **Hahaha! Oh, but you did. And let me tell ya, you sure chose the wrong guy to initialize, didn'tcha!? Oh, I gotta tell ya, Magic. is. AWESOME!"**_

" _I can't believe this,"_ the first' male' frowned.

" _ **Aw, come on~ What's that old saying? 'Seeing is believing?' Well, you see me here, so you gotta believe!"**_ the ghost beamed, _**"Oh, and FYI; I'll be taking care of the destruction from now on, so you three are all relieved from duty….Permanently."**_

" _Incorrect. If Noel Vermillion doesn't have the power of the Eye, you won't be able to exist without us,"_ the first 'male' stated.

" _ **Eeert! Wrong-o~!"**_ the ghost made a buzzer sound while wagging a finger in a scolding manner at 'him,' _**"I've already got that covered."**_

" _He is correct. A new Singular Point has appeared within the phenomenon,"_ the 'woman' spoke up.

" _...Is it that Tennyson kid?"_ the second 'male' questioned.

" _ **Eerr! Guess again!"**_

" _...no. You didn't wake_ her _up, did you?"_ The second 'male' gasped in realization.

" _ **Bing bong bing bong! That's correct! Let's see what's he's won!"**_ the ghost laughed, _**"Oh, Phantom~!"**_

The three figures tensed as they grunted a bit, almost as if they were in pure, absolute pain.

" _ **For winning, you'll be going home with Phantom's special virus! *clap clap clap!* It's just jam-packed with aaaaaaalll sorts of unsolved equations you can spend eternity hacking away at! Thank you so much for playing!"**_

" _Correct...we are in danger...we are in danger...we are in danger…"_ the 'woman of the three repeated, almost like she was glitching out.

" _Damn you, Ter-ter-ter-ter-ter-ter…"_ the first 'male' began to 'glitch out' near the end of his sentence.

" _Save us...Irregulars…"_ the last of them whispered as the shadows began to fade.

" _ **...Eheheheheheh….Hahahahaha….AHAHAHAHAHAHAA!"**_ The ghost laughed in an insane manner once the three disappeared from sight, _**"I'm comin' for ya, Master unit Amaterasu!"**_

* * *

Back over with Ben and Ragna, Mu...or rather, Noel, had just regained consciousness. Her head felt as if she had been hit with an entire mountain concentrated just on her head.

"She's waking up," a familiar voice pierced through the pain in her head.

"Oi, keep it down," another voice familiar to her hushed.

"N...na...ni…?" Noel whispered as her eyes slowly opened, seeing two familiar faces staring at her, "...B...Ben-san...Rag...na…"

"Phew. It's her," Ben sighed in relief, holding her hand in both his own, "You had us really worried there, Noel. I think you even made Ragna cry a little."

"Shut up, brat," Ragna grumbled, giving Ben the evil eye.

"Shutting up."

"Wh…" Noel whispered, pondering what was going on before she notice Ragna his arm, "?!"

"Aaaand she's seen it," Ben facepalmed, "I told you to let me put something over it, Ragna."

"I don't trust those forms you can take," Ragna scowled, "Especially after that one that sounds like a damn comic book hero blew up the roof."

"Oh come on. I said I was sorry, alright?"

"I know, but I'm still pissed at you, kid."

"Stop calling me kid."

Noel seemed to ignore the two as she stared at the stump that used to be Ragna's arm. After a few moments, the memories started to flow back into her...what had happened between her, Karai, and Aoiro, awakening as Mu...everything.

"Another another thing! Y-" Ragna began before he heard small sobbing, "Eh?"

"...Why?...Why…" Noel whispered, tears starting to pour down her cheeks

"Uh oh. She's crying. Ragna, what do we do?" Ben asked.

"Hell should I know?"

"Why?!" Noel shouted, getting the two's attention, mainly Ragna's "Why would you do all this for me?! Because of me..y...your arm is…!"

"...Yeah...it's gone for good this time," Ragna sighed a bit, "...oh well. I have one left, so no worries, right?"

Ben winced as he saw Noel start to hit Ragna while calling him an idiot repeatedly in her tears.

"...You think this counts as him getting defeated by a girl?" Ben asked, looking over at Haku-men and Jin.

" **..."**

"..."

' _...Yeesh. Talk about the cold shoulder times two,'_ Ben thought before going over to Noel and Ragna, "It was either Ragna loses an arm or everyone losing you. I think saving a life is more important that keeping an arm."

Ragna snorted, "Says the guy who can turn into things that can just regrow or reattach them."

"...Look. My point is that Ragna did what he had to in order to save you," Ben informed, looking at Noel and putting a hand on her shoulder, "You really had a lot of people worried about you, Noel, and we're just glad that you're back now."

"...*sniff* h...h...hai…" Noel sniffled, rubbing the tears away from her eyes.

"...It seems things went well," Rachels' voice spoke up, catching the group's attention as they saw her appear in a swirl of rose petals, "...However, I am a bit crossed with you right now, Ragna."

"I offered to make him a new one and he turned it down," Ben shrugged.

"You keep your damn plant guy away from me, dammit. It reeks."

"Why do you think his name has the word 'swamp' in it?" Ben smirked.

"...You just keep your damn...things...to yourself," Ragna frowned a bit.

"Fine…"

"...Leaving so soon, Mr. Hero?" Rachel asked, not once turning around as Haku-men began to walk away.

" **I have no desire to kill him a man who is already near death,"** Haku-men stated before 'looking' at Ben, **"And there is the matter of the Irregularity in our midst."**

"The Time Walker brought him here," Rachel informed, "Do you recall him, Mr. Hero?"

" **...I recall meeting him once, yes,"** Haku-men responded, **"...He is the one who brought this one here?"**

"Indeed. It's been quite enjoying watching how he's reacted to things here."

"Uh, hello? I'm standing right here, you know," Ben frowned, _'No wonder Ragna seems annoyed with this rabbit girl…'_

"Oh, yes. I am aware."

Ben's eye twitched, _'Yep. I_ really _know how Ragna must feel with her at the moment…'_

"...Brother…" Jin spoke up, using the sheath of his sword to stand up.

"...God damn it, Jin. Cut me some slack for once…" Ragna groaned.

"...Noel…" Jin whispered, glaring right at Noel, "Noel Vermillion...Damn you!"

"N...nani?" Noel blinked before she recalled what Jin said before hand, "...Wait. Did you...just call Ragna...brother?"

"That's not the issue here! You….you…!" Jin growled.

"Hey, hey, hey!" a flash of light and Jin's body up to his shoulders was covered in crystal as Diamondhead kept his hands on the ground, "We just got done with a big fight. We don't need another immediately after it."

"Grr! Stay out of this! This is between me and her!" Jin snapped.

"...Should I cover his mouth, too?" Diamondhead asked, looking at Ragna.

"Please do. I already had enough of his crap for one day," Ragna nodded.

"Hey, wa...MPH!" Jin's shout was cut off by the crystal covering his mouth.

"...Ano...wh-what's going on? Wh...why did Jin call Ragna brother?" Noel asked.

"Heh...man. Talk about not so bright," a familiar voice spoke up, causing most of the group to tense, "But that's really not the issue here, people."

"...You gotta be kidding me," Diamondhead whispered in surprise and shock as the group turned to see Hazama standing on a piece of debris.

"...Terumi...you bastard!" Ragna growled, only to wince as he held the area where his arm once was.

"Hmpmphmh (Captain Hazama)!" Jin muffedly shouted.

"I'm sorry, what was that? I couldn't hear you with those rocks in your mouth, Jinny," Hazma joked with a slight smirk.

"Mmmm…" Jin narrowed his eyes at Diamondhead, who dismissed all the crystal on him for the moment.

"Noel, behind me!" Rachel shouted, "Mr. Hero!"

Haku-Men nodded as he quickly unsheathed his blade, glaring straight at Hazama, **"Damn you…"**

"Aww. And here I was hoping you'd be happy to see me. You guys are mean," Hazama 'pouted'.

"Y...How did you heal so quickly?" Diamondhead questioned, "You were hit with raw atomic energy, even if you weren't the one in the center of it all." Ragna cleared his throat, "You hid behind the monolith, so I'm not worried about you."

"Oh...well, let's just say I'm on a good medical plan," Hazama replied with a smirk before looking over at Rachel and Haku-men, "Oh and I got some interesting news for you. I just took away Takamagahara's power!"

"...Who?" Diamondhead asked, "Uh...Not to be 'that guy', but why the heck does a chimichanga have powers?"

"He said 'Takamagahara.' Where the hell did you hear 'chimichanga'? ...And what the hell's a chimichanga?" Ragna frowned.

"...Uh...I'll just shut up for now then," Diamondhead sweatdropped a little.

" **Impossible! If you have...then why are you here?!"** Haku-men demanded Hazama.

"Why? Oh, it's because of all of the interesting phenomenon going on here," Hazama smirked before looking over at Ragna and Diamondhead, "And these two are to thank the most. So come on, everybody! Let's get a round of applause to our men of the hour!"

"Grr...damn you…!"

"Oh, my little Ragna...I've only been away for such a short time, and you've already grown into such a man," Hazama sighed, "Oh and dear Benjamin. I admit, you were a bit of a monkey wrench to my plans for a bit, but I have you to thank as well."

"What?" Diamondhead narrowed his eyes.

"If you hadn't been assisting Rags there with your little toy watch there, then I wouldn't have pulled it off," Hazama chuckled a bit, "Oh and that one form...what was it called? Clockwork? Yeah...you should be lucky. Takamagahara was considering erasing you from existence if you ever went rogue, so I guess you can say I gave you a helping hand persay."

Diamondhead's eyes widened at that.

"And finally…" Hazama paused as he looked over at Noel next, the blonde flinching a little from his gaze, "Noel...sweet, shy little Noel Vermillion…"

"...I...no..I…" Noel began, quickly shaking her head as she gave him a stern look, "I will...no longer...obey your orders!"

"Aww...looks like I got dumped. That hurts me right in the ol' ticker, Noel," Hazama 'pouted' before grinning, "Well...truth is, I don't really need you anymore."

Diamondhead glared at Hazama as he moved between him and her. He had heard that line used more often than not...and the one that it's said to more often than not does not have a good day afterwards.

"In fact, to be honest...you all have been a real pain in my ass from the start," Hazama stated, his grin changing into an insane one as his venom green aura appeared, followed by Ouroboros "So I think I'll just kill you all at once! HAHAHAHAHA!"

"Bring it on!" Diamondhead growled, turning into Atomix in a flash of light.

"Very well...I'll start with y-!" Hazama began.

"Hazama, that's enough," another voice spoke, catching the group' attention as a certain, masked man appeared from the shadows, standing on another piece of debris, "It's time to go."

"Grr...Shut up! You're not the boss of me!" Hazama snapped, "I was about to…!"

"The Imperator Librarius…" Relius paused as what appeared to be dark flames appeared before the cauldron, followed by a magic circle with various runes on it, "Has arrived."

"The Imperator?" Jin gasped.

The black flames dispersed, revealing Phantom as a figure began to appear from the magic circle. The figure was a young woman with long violet hair that was held into a ponytail by a bronze band, resembling an open fan, a pair of gold 'chopsticks' in her hair where it was grouped together to make the ponytail. Coating her body was an intricate set of robes that mostly consisted of white, dark purple, and red. She then slowly opened her eyes, revealing them to be a cold, soulless crimson red.

" **Begone, Terumi,"** the woman ordered.

"...Very well," Hazama responded, his aura dissipating as he tipped his fedora a bit, "Heh...guess I went a little crazy there."

"N...nani?" Ragna whispered in slight shock.

"There...there's no way," Jin whispered in equal shock.

" **...So this cauldron…"** the Imperator spoke, gazing over her shoulder to look at it, **"Is not yet dust?"**

"What is wrong?" Atomix asked, noticing the looks Ragna and Jin were sporting.

"...Saya...Saya, what the hell?!" Ragna shouted, about to run over to the imperator, only to wince as he fell down to one knee, _'Damn it...still too injured from the fight.'_

The Imperator said nothing as she stared at him for a moment, her gaze soon shifting over to Atomix, who flinched as she stared at him. To Atomix...no. To Ben, it was as if...death itself was staring straight into his soul. Ragna's eyes widened as he saw Atomix actually give a shudder.

"Grr...damn you!" Jin growled as he and Haku-men leapt at the Imperator, their swords out as they slashed at her. However, two figures leapt in front of them and blocked their strikes, "?!"

"Damn...you look like hell," Karai smirked, both she and Aoiro having been the ones to block their strikes as Jin and Haku-men leapt back from the two.

"Karai, you foul fiend!" Atomix shook a fist at her.

"...Shit. You again?" Karai frowned a bit, already knowing who he was from seeing the symbol on him, "How many times do I have to…?" She paused when she noticed Ragna, "..."

"...Aw crap."

"I don't think you want to go down there," Terumi smirked, "Or do and end up like Gamma did when she got too close to Benjy in that form."

"...He beat Gamma?" Aoiro asked in slight surprise.

"Wait wait wait wait! She…" Karai began as she pointed at Atomix, "...lost to HIM?!"

"Yep. She got beat like a drum...from a _hug_ ," Terumi grinned sinisterly, _'Oh, this is rich! Finally something to scare them with!'_

"...I don't know wether to laugh at the fact Gamma lost to him, or be scared he managed to beat that psychopath," Karai admitted

" **Enough,"** the Imperator ordered.

"Apologies, Imperator-sama," Karai and Aoiro quickly said as they stood straight.

The Imperator nodded slightly as she gazed back at the group, **"Takamagahara sits in the palm of my hand. All phenomenon once random are sequential. I have brought ruin to the Master Unit, and made history forever the past. This world...no...All worlds will once again be as they should be...a world of death."**

"Ragna, my good compatriot, what is this Master Unit? Is it this Amaterasu that I have heard about?" Atomix asked.

"...He makes that non-ninja sound sane…" Jin muttered under his breath.

"...To put it simply, the Master Unit controls time and space itself," Ragna whispered to Atomix in response, "If anything goes wrong, it resets everything before that event happened. But in order to do that, you need Takamagahara's help."

Atomix nodded before pointing at the Imperitor, "You fiend! You shall not get away with whatever it is you are planning!"

Ragna tried to facepalm, but his only arm was currently keeping Noel close to him. Jin made up more then enough with both hands meeting his face with an annoyed sigh. Atomix...just...why?

" **...Insolent fool…"** the Imperator narrowed her eyes at Atomix, **"Begone from my sight."**

"Oh d…" Atomix began before everyone blinked and saw the ceiling now had an Atomix-shaped hole and a fading magic circle where he had been.

" **...Relius, Hazama, Karai, Aoiro...we depart,"** the Imperator ordered before gazing over at Rachel, **"Rachel Alucard...your efforts are for naught."**

"...Are you quite sure?" Rachel asked, looking back at the Imperator, "Do you really think it wise to assume you are so thoroughly in control?"

" **A man at death's door can do so little, save knock,"** the Imperator stated, neither her nor Rachel flinching as Atomix fell back down through the hole he made and ended up landing on his head, getting it stuck in the ground. The Imperator then gazed at the Cauldron behind her, **"...Your existence, cauldron, irks me…"**

"I'll be seeing _you_ again," Hazama smirked, looking right at Noel.

"While it was short, it was a pleasure seeing you once more, onii-sama," Aoiro spoke, looking right at Ragna.

"Next time I see you…" Karai paused before purring a bit, "You're all mine, Ragna~"

Before anything else could be said, the Imperator and her group faded from the area, leaving Rachel and their group by themselves as Atomix shifted back into Ben, the green on his Omnitrix's symbol replaced with red. Ben grunted as he pulled his head out of the hole now that it was smaller.

"She just beat me with one hit...as Atomix of all aliens, even," Ben muttered, "Who the heck was that girl?"

"...Damn…" Ragna whispered, the silver-haired man shaking a bit.

"R..Ragna?" Noel blinked a little before yelping as Ragna slammed his fist into the ground.

"DAMN DAMN DAMN DAMN!" Ragna cursed as he smashed the ground, "I knew it...I KNEW IT!"

"...Brother…" Jin whispered, the same emotions swirling within him at the moment.

"I'm at a loss here," Ben muttered, "Can someone explain just what is going on here?!"

"...That woman...the Imperator...Saya...she…" Ragna spoke up, his fist clenching hard as he growled, "she's my...sister."

"...She's what?! How is...is…" Ben muttered, his eyes starting to get heavy as the exhaustion from the battles he was in finally caught up with him.

"Ah! Ben-san!" Noel gasped as Ben fell over, passed out.

"...Guess he finally wore himself out," Ragna whispered a bit, using a nearby piece of debris to stand up, "...Come on. Let's get out of here. I'm tired of looking at this place anyway."

* * *

A few days passed after the battle at the NOL HQ at Kagutsuchi, and things seemed to have calmed down. Any bounty hunters that were after Ragna seemed to have moved on, and most of the remaining NOL soldiers that had been stationed there had been called back to the main HQ. As for Ben...well, after what happened a few days ago, he was still knocked unconscious, and was currently resting back at Ms. Litchi's clinic.

As Ben rested in the bed he was placed in, his jacket hanging off on the side, a figure was looking at him in slight curiosity, including his Omnitrix. The figure seemed to paw at it a bit, only for Ben to groan a bit as he barely moved onto his side.

"Ugh...Come on, Gwen. Let me sleep some more…" Ben muttered in his sleep, only to feel something brush against his face, "..Did you get another cat or something?"

"Nya?" The figure blinked a bit before climbing up onto the bed and stood over him, pawing his face a little.

"...Gwen, seriously. Call your cat off…" Ben muttered, trying to bat the paw away.

"...nya? Sleepy guy talk funny."

"...wha…" Ben muttered, yawning a bit as he slowly opened his eyes, the brunette seeing a pair of red eyes staring right back at him, "..."

"Hi!" the owner of the eyes greeted.

"...uh...hi," Ben replied, his mind slowly trying to register what's going on right now before he recognized the catgirl on top of him, _'...Hey wait. She was with Ragna when I first saw him with Makoto back at that restaurant.'_

"Do you have any food right neow?" The catgirl tilted her head.

' _Yep. Definitely her,'_ Ben sweatdropped, "...Um...can I ask you something?"

"Nya?"

"Why...are you on top of me?"

"Oh...well you moved your funny looking wrist thingy, nya," the catgirl replied, "Tao wanted to get a closer look at it. Though when Tao touched it at first, it gave her a small shock, nya."

"What?" Ben blinked.

"Your wrist thingy's a meanie," she pouted, "Tao just wanted to see what it was, nya."

' _...Wait. Did it...scan her? ...Oh god. Don't tell me it did…'_ Ben groaned a bit mentally, _'...no no. i'm probably just worrying about nothing. I mean...it's not like she's an alien or anything right?...Right?'_

"...Nya?" The catgirl tilted her head in confusion before she heard the door open.

"Okay, time to-hey hey hey! Tao, get off him!"

"Aw! Suck Guy is mean, too…" the catgirl pouted as she got off Ben.

"Don't call me that," Kevin frowned.

"But Tao likes calling you that. It's easier, nya."

"...Fine. Then I'll tell Gwen to throw those meatbuns a-" Kevin began before the catgirl zipped past him, "...Okay, that girl seriously has a meatbun addiction. Almost worse than you and your smoothies."

"Hey," Ben frowned.

"Heh...but seriously, glad to see you up," Kevin chuckled a bit as he walked over, "You've been knocked out for quite a while, man."

"Really? Wait...for how long?"

"A year."

"What?!"

Kevin gave a laugh, "Nah. I'm just messing with you. It's been a few days."

"Oh...wait. I've been out for that long?" Ben asked in slight surprised.

"Yup. Gotta say, never seen you passed out for that long, dude," Kevin admitted, "Though..that Ragna guy looked like hell when he brought you and Noel here," he then gave a small, annoyed frown, "And to be honest, I'm glad that Jin guy left the moment he was done being bandaged. That guy seriously has a huge pole shoved up his ass."

"Turns out that guy's Ragna's brother," Ben noted.

"I don't see the resemblance."

"Both guys confirmed it and...wait. Are they okay?" Ben asked.

"Already told ya that Jin guy left after he got bandaged up. After for Ragna...well, let's say he's getting himself a new arm right now," Kevin replied.

"Really?"

"Yup," Kevin nodded, "...though the person that came in to do it was rather...let's just say she looked like she hadn't had a good night's sleep in a long ass time."

"I heard that!" A voice shouted from another room.

"Good!" Kevin called back.

"You sure it's a good idea to provoke the lady who's giving Ragna a new arm?" Ben asked, "For all we know, she'll intentionally mess up with the plastic and burn Ragna's stump with it."

"Probably," Kevin shrugged, "Plus Litchi looked a bit upset when she came in. Think they got some bad blood between them or something."

"Yikes…" Ben winced a bit, "...Oh wait. What about Noel? Is she alright?"

"Somewhat," Kevin replied, "She's been kinda avoiding everyone...especially Tsubaki and Makoto."

"...I can probably guess why," Ben sighed, recalling what happened at the basement of the Kagutsuchi branch of NOL HQ, "...Has Gwen tried anything?"

"Yup, and still no luck," Kevin replied, "She looked pretty worried about her."

Ben nodded before recalling something, "Oh yeah. I've got Master Control now."

"Seriously?"

"I used Greymatter to figure it out," Ben shrugged.

"...Show me."

"Fine,"Ben nodded, "Omnitrix: Greymatter."

"...nothing happened."

"Huh?" Ben blinked as he looked at the Omnitrix, "...Let's try again. Omnitrix: XLR8."

"...Still nothing dude."

"I can get this. Omnitrix; Bloxx. Feedback. Shadow-edge….Benfire?" Ben said, only to get nothing, "...Crap. Looks like it was only temporary."

"Looks like…" Kevin noted before blinking a bit, "Wait...Benfire?"

Ben cringed, _'Hoo boy…'_

"You got a new alien here and never told us?" Kevin asked.

"...Yeah but…" Ben paused, blushing a little as he rubbed the back of his head, "Let's just say I'm not gonna transform into her anyt-" he tensed when he realized his slip up, ' _crap!'_

" _Her_?!" Kevin snorted back a laugh, "Y-You turned into a _girl_?"

"Kevin…" Ben scowled as he activated the Omnitrix and quickly selected one, " _Rath_ would like a word with you."

"...Shutting up," Kevin held his arms up in defense, the ravenette stopping in his laughter.

"Good," Ben nodded.

"Oh. Heads up, the lady who's making Ragna a new arm? She keeps trying to look at the Omnitrix," Kevin warned, "So if I were you, I'd stay awake and not drink or eat anything funny looking."

"...noted," Ben sweatdropped a bit.

"Yeah…" Kevin nodded, "..But seriously man, what happened back at that place? You and that Ragna guy looked like you went through hell and back."

Ben sighed, "Well, there's someone that can send Atomix flying with just one hit, until I got access to Master Control Ragna and I were getting the beatdown by Terumi and Gamma…"

"Warn a guy next time, ya damn brat!" Ragna's voice shouted.

"Again, not a kid! About to turn 18 soon!" Ben shouted back.

"Oh, so you were using Atomix. That explains the pillar of green light," Kevin chuckled before blinking, "..Wait. He got beat in one hit?!"

"Yeah. I ended up almost in orbit before I ended up falling back down from the attack," Ben explained.

"...Okay. I don't know who this person is, but they gotta be crazy strong if they can beat Atomix with just one hit," Kevin noted.

"Apparently, she's the Imperator or something...and she's also apparently Jin and Ragna's sister."

"...That's it. This crazy world's going to lead me to start drinking."

"I thought you…"

"...more than just one night a month," Kevin replied, "...But again, this world is fucking insane."

"Yeah...and the Imperator…" Ben paused before giving a shudder, "When she first looked at me..it...it felt like I was being stared at by death."

"Yikes."

"Yeah. Also...while I don't remember much but...she said something about changing the worlds back to what they once were...a world of death."

"...That sounds more like something Ghostfreak would've planned," Kevin snorted.

"Yeah…"

"...Look. I'm gonna go check on Gwen," Kevin said as he began to walk off, "You need anything, just call."

Ben just nodded as Kevin left the room, leaving the brunette to his thoughts. As he sat there on the bed, Ben recalled what had happened a few days ago...mainly what happened with the Imperator. Just...just who was she really? What did she mean by 'a world of death'? Is she really Ragna and Jin's sister? These were but a few of the questions that seemed to float around Ben's head. But there was one more question that floated in the back of his mind...Who was that 'A' person he, Kevin, and Gwen met when they got into the NOL HQ, and how did he know about him?

"Well now, you seem to be lost in thought," a voice spoke, making Ben lose his train of thought as he looked to the left to see Paradox standing there.

"Professor Paradox? What're you doing here?" Ben asked.

"You've done well here, Ben," Paradox informed.

"Huh?"

"Thanks to your actions here, this world is standing a much better chance."

"...I...dont' understand. I feel like I haven't change any..."

"If it weren't for you, both Tsubaki Yayoi and Litchi Fay-Line would be working for the NOL by now," Paradox stated, surprising Ben a bit before gaining a rather grim look on his face, "However...I do have a bit of bad news."

"Please tell me that it's not because of what I did as Atomix," Ben deadpanned, "Because I get enough of it from Ragna."

"No...I'm afraid it's something else," Paradox replied, "...Benjamin...this will probably be the last time we see each other."

"What?" Ben looked at him with wide eyes.

* * *

 _SZ: Well...that doesn't sound good._

 _GT: Aye. I was not expecting that to be what Paradox said to Ben at that last part._

 _SZ: Indeed. And while Ben did get Noel back, with Ragna's help of course, things have taken a bad turn...a really bad turn._

 _GT: *nods* Yeah. Takamagahara doesn't control Amaterasu anymore, the twist that the leader of the NOL is Ragna and Jin's sister, a lot of crud is going down and it seems to not be stopping yet._

 _SZ: No...no it is not. Plus...there's what the Imperator said, about turning all worlds back to what they once were...a world of death._

 _GT: Still sounds kinda like some sort of stereotypical thing like Ghostfreak would do._

 _SZ: Yeah. But with this, the final chapter of this arc comes to a close. Next one is the epilogue before moving onto the next arc. I hope you all enjoyed this chapter, and the rest of Omniverse Shift so far as me, along with GT, had some fun doing this._

 _GT: Aye._

 _SZ: Hai. And to be honest, I was not expecting to get this many faves and reviews for this story. So I thank you all for reading, reviewing, and enjoying this story, minna. And as a bonus, I got a surprise for ya. Later on(IE a few chapters or so), there will be OVA/gag reel chapters. Just a bit of something to help break form the tension, and get a few laughs._

 _GT: I feel so sorry for everyone in those OVA/Gag Reel chapters to come. So much embarrassment to come._

 _Ragna: *off-screen* You better not put those damn glasses on me again!_

 _SZ: Ignore that. But anyways, I believe that's all for now...unless you have something special you like to add, GT._

 _GT: Yes. *smashes the Spectacles of Eros* You're good, Ragna! *gives thumbs up off screen*_

 _Ragna: *off-screen* Thank you!_

 _SZ: 0-o...ahem. Well...that's all for now, minna._

 _GT: Until next time. I am GammaTron…_

 _SZ: And I am Seanzilla115. Hope you enjoy and review, minna. Until next time, ja ne and good bye._


	12. Rebel 11

_SZ: Hey folks. Welcome to the epilogue for the first arc of Omniverse Shift._

 _GammaTron: Hope you can all handle what comes next after this last arc._

 _Disclaimer: I don't own anything in this story, nor do I own the Ben 10 or Blazblue series. I do though own any OC and OC aliens in this story while Benfire belongs to the Ben 10 fan community._

* * *

Silence befell the room as Ben stared at Paradox with wide eyes. Normally when Paradox appears, he would have good news, or bad news, but this...this was something entirely different. And the tone and faced he used...it didn't help any.

"...What...do you mean this will probably be the last time we'll see each other?" Ben asked, snapping out of his state of shock, "Wait. I didn't mess anything up, did I?"

"No. It has nothing to do with you, Benjamin," Paradox assured him, the grim look still on his face, "It's mainly about what happened with the Master Unit and Takamagahara."

"Oh," Ben said, recalling what Ragna told him about those..well, the short version that is, "They're that important to this world, huh?"

"Yes. And not just to this world, but all of time and space itself," Paradox explained, "They help regulate time-space, keep it all in check. For instance, if a certain event were to happen, such as the death of someone important to the timeline, the Master Unit will reset the world itself, up to before that event happened. After that, a variable will be changed before that event, such as a different choice being made, that will result in the death not occurring. But…" he paused as a small frown appeared on his space, "If there is someone that would threaten time-space itself, or abuse it for their own gain, the Master Unit will not hesitate to remove that person from the timeline entirely, making it as if they were never there to begin with."

Ben gulped at that, "Like Clockwork?"

"If the Ben that uses that Clockwork were to be that, then yes," Paradox replied.

Ben gulped once again at that, "...Wait. What about Eon? He's tried to manipulate time himself several times."

"The Master Unit sees him as little more than a glitch in the system. Until he does something truly damaging to time, it will not hesitate to cease his existence."

"Ohh...I see," Ben noted, making a mental note to be EXTRA careful in case he turned into Clockwork, and/or possibly Alien X, "...I just have one more question. How do you know about the Master Unit and Takamagahara?"

"That, my dear Benjamin, is a secret," Paradox explained, "...However, due to what happened to Takamagahara recently, I'm afraid it's not safe for me to travel between time-space."

"Yeah...By the way, who was that girl?"

"Hmm?"

"That girl that called herself the Imperator," Ben replied, "She was able to beat Atomix with one hit and…" he paused before shuddering, "The way she looked right at me...it was like death itself was looking into my soul."

"...I was hoping you wouldn't have run into her," Paradox sighed, "She...is a dangerous foe. One that, compared to Vilgax, would make him seem nothing more than a speck of dust in a category five hurricane."

Ben nearly fell out of the bed after hearing that,"...Th...that strong?"

"Yes," Paradox nodded before looking at his pocket watch, "I apologize Ben, but I must go. If I stay any longer, _she_ will notice me."

"She?" Ben repeated, "...Wait. You don't mean the Imperator, do you?"

"Good luck, Benjamin," Paradox informed, taking his pocket watch out.

"Paradox, w-" Ben began before Paradox disappeared in a flash of light, leaving him all alone in the room, "And he's gone…"

* * *

"Any luck?" Kevin asked as he walked up to Gwen, who was standing in front of a closed door.

"No...Noel still hasn't said anything," Gwen shook her head, "She wouldn't even let me in to talk."

"I see…" Kevin noted, leaning against the wall, "Did you try to have her friends talk to her again?"

"No luck," Gwen sighed, "Even if she wasn't physically hurt like everyone else, her mentality has been hurt. She's been lied to so much and she's become unsure of anyone, even herself."

"...I see," Kevin noted, frowning slightly, "...That damn NOL...using and abusing someone like that..." He looked at the door, "...I could pick the lock."

"While I would normally disagree, but…" Gwen sighed, "Look, right now, we need to get her to just talk about it."

"Okay then," Kevin grinned as he took out a small pouch.

"You kept them?" Gwen asked as Kevin took out a metal marble, letting it coat his hand.

"Well, you gave them to me," Kevin replied as he turned his pointer finger into a skeleton key and put it into the keyhole, unlocking it, "And there you go."

Gwen nodded a bit as the two looked in. Sitting up on the single bed in the room was Noel, her eyes half open as she looked at the wall. She had a few bandages on her cheeks while the upper part of one of her arms was wrapped up in bandages.

"Noel?" Gwen called.

"..." Noel said nothing as she continued to look at the wall, one of her hands gripping the bed sheet tightly.

"...Man. You weren't kidding," Kevin noted.

"Kevin," Gwen whispered sternly.

"...And I'll leave it to you to handle girl talk," Kevin quickly informed as he moved away quickly.

"Noel, I'm coming in," Gwen informed.

Noel just gave a small, slight nod in response as Gwen moved in a bit closer to her.

"We've all been worried about you, Noel," Gwen gently spoke once she was sitting in a chair beside Noel's bed, "You haven't come out of here since you were brought here."

"..." Noel only responded with silence as her gaze slowly turned to Gwen for a bit.

"Noel...please tell me what's wrong. Your friends are really worried about you."

"...a doll…" Noel whispered out, "...I'm just a doll...a doll who's only useful when needed...a doll...who gets those near her hurt...or worse...I..." she paused as she gripped the bed sheets tighter, "I'm just...a useless doll."

"You're more than a doll, Noel," Gwen argued, "You have emotions, you make your own choices…" she held Noel's bandaged arm, "You can even get hurt and bleed. Even if you're a doll, than you're one that's more a living being than anything. You're a living being, Noel. Heck, I'm not even a complete human myself."

"...N...na...ni?" Noel blinked slowly, a bit of life returning to her eyes as she looked at Gwen, 'Wh...what do you mean?"

Gwen held up a hand and the skin turned into a hand made of mana, surprising Noel, "I'm part alien, an Anodite to be exact."

"Ano...dite?"

"They're a race of aliens who are literally _made_ of mana," Gwen explained, "They don't need to eat, sleep, or anything really that humans need, but some choose to hide as humans and even have children. My grandmother is a full one and I inherited this from her."

"S...sugoi…" Noel whispered in awe.

"Plus, what's wrong with not being human?" Gwen pondered, "I have a cousin who's an alien made of living mud that can shapeshift, a boyfriend who's a mutant that can absorb material to coat himself in it and turn that into weapons or reshape it onto other things, a cousin who can turn into all kinds of aliens, and another cousin who's a full Anodite. And you have a friend who isn't human, either; Makoto."

"...Makoto-chan..." Noel whispered before gasping a bit in realization, "Are...Are Makoto and Tsubaki-chan alright?"

"Yes...and no. They're worried about you, Noel," Gwen replied, "More often than not, we have to pick them up and carry them off away from the door to here just to get them to eat or get their bandages changed."

"I...I see," Noel noted, the shy blond glad to hear that her friends were alright, "...I...if they're awake, can...can I see them, please?"

"...Sure," Gwen replied.

"A...arigatou," Noel smiled a bit, carefully climbing out of her bed before she began to struggle a bit, the blond trying her best to stay up.

"Let me help," Gwen offered, pulling over a wheelchair.

"...A-arigatou."

* * *

"*yawns* god I'm bored…" Makoto muttered, the Beastkin now in a few less bandages, but still had a few around her waist, her head, and one of her arms was still in a sling.

"I think it's been quite a while since we had to stay so long in a medical ward or hospital," Tsubaki noted, having a few less bandages on her as well.

"At least I've got my tail back," Makoto noted, petting the large fluffy tail, "Heck, it's like it never got cut off to begin with." she hugged it, "And I am never letting it get taken away ever again!"

"Just be careful. We don't know how it was reattached and Dr. Fey-Ling won't tell us how she did it," Tsubaki stated.

"Hey. As long as it's not in Karai's hands, I don't care how she did it," Makoto said, still hugging her tail.

Tsubaki sighed at her friend's antics, "Honestly, Makoto…"

Makoto just giggled. The two fell silent for a few moments.

"...Sooo...It was pretty surprising to wake up and see Carl in one of the beds, huh?" Makoto asked.

"It was honestly," Tsubaki replied with a slight nod, ""But…"

"...But what?" Makoto asked, one of her ears twitching a bit.

"But I'm more worried about Noel. You saw who she came in with," Tsubaki noted.

"...Oh yeah. Ragna the Bloodedge," Makoto recalled, "...At least, I think it was. He was covered in blood and was missing an arm. Ragna's got two arms."

"That was him, Makoto. But…" Tsubaki paused as she held her chin a bit, "How did he get into such a condition?"

"Dunno," Makoto shrugged a bit before wincing, "Ahh...bad idea," she grunted before the door to her and Tsubaki's room was knocked on, "...Who is it?"

"It's Gwen. I have a surprise for you both," Gwen informed.

"A surprise?" Makoto repeated, blinking a bit in confusion.

"...You may come in, Gwen-san," Tsubaki replied.

The door slid open and Gwen walked in, pushing in Noel in the wheelchair.

"You managed to get Noel out of her room?" Makoto gasped.

"Yes," Gwen nodded before looking at Noel, "Go ahead, Noel."

"H-hai…" Noel nodded before she looked over at her two friends, "Makoto-chan… Tsubaki-chan...I….I'm so glad you're okay."

"Heh...it'll take more than that to keep this Beastkin down," Makoto replied with a small grin, trying to lighten the mood a bit, "But seriously, Noel. We're glad you're okay, too. Right, Tsubaki?"

"..." Tsubaki said nothing as she looked down a bit. She wanted to say something, but the events of what happened between her and Noel were still fresh in her mind.

"It...It's okay, Tsubaki," Noel assured before looking at Makoto, "Oh! Your tail's back!"

"Yup. Dunno how, but Ms. Litchi got it back on," Makoto beamed a bit, hugging her tail once more, "Heck, it's like it never got cut off in the first place."

Noel glanced at Gwen when Tsubaki and Makoto looked away from a moment, earning a finger to Gwen's lips and a wink. Noel nodded at her with a small smile.

"I...I'm glad...I'm so glad you're both okay," Noel spoke up.

"Again, it's fine, Noellers. We're just happy to see you're okay as well," Makoto smiled back.

"Y...yeah," Tsubaki nodded, giving the shy blonde a small smile before sighing a bit, "...Noel...I truly am sorry. If...if I had seen what was going on before hand...you...you…"

"It's fine, Tsubaki," Noel assured, "The NOL...they…" she took in a deep breath, "...They're really a bunch of meanies, aren't they?"

Makoto giggled, "Yep. Only you would try to not curse someone out even if they deserved it, Noellie."

"M...Makoto-chan..." Noel blushed in embarrassment at that.

"Heh heh…" Makoto chuckled a bit at her shy friend's expression, "...speaking of the NOL, what're we gonna do? We're probably on their wanted list by now for 'betraying' them."

Noel gasped, her eyes widening, "Oh no! Our families!"

"...You're right," Tsubaki whispered in equal worry, "No doubt the NOL will target them first just to get to us."

"Don't worry about it," Makoto advised, the two looking at her with wide eyes, "Kokonoe already took them into hiding, so they're safe and sound."

"Oh...oh thank goodness," Noel sighed in relief at that.

"Kokonoe?" Tsubaki repeated, "...As in the same Kokonoe that works for Sector 7? Makoto..."

"Uh oh…" Makoto gulped a bit, recognizing that tone.

"You really have been working for Sector 7 all this time, haven't you?" Tsubaki asked with a frown.

"...Then...you…" Noel began, recalling that 'message' Karai played back before the whole incident began.

"That was a fake she made, Noel, so it's not true," Makoto replied before looking back at Tsubaki, "And hai...but hey. It was either them, or work for Hazama for the rest of my life."

"...We are talking about this later," Tsubaki informed.

"Hoo boy...Noel, help me~!" Makoto pleaded, "She's going to lecture once it's just me and her~!"

"Oh my. Um...ano…" Noel began to worry a bit, not sure what to do, "G-Gwen-san, Tatsukete~"

"I don't get what's wrong with a lecture," Gwen shrugged.

"...Oh. my. God," Makoto paled, "There's two of her now!"

"We're dead…" Noel squeaked, looking as if she were a deer in headlights.

* * *

"Alright...done. Try moving it," A fairly young adult catgirl with a slim body informed.

She was wearing a large scientist like jacket with abnormally long sleeves that ended up looking like paws, with cuts made in them allowing her slender arms to slip through, red pants with two long pink tails with white tips coming from the back, and high-heeled sandals. Her hair was pink, tied in a style consisting of a long ponytail backing up longer tufts resembling large cat ears which tend to overshadow her actual cat ears. Her eyes were a golden-amber with visible bags under them, possibly due to over-working, and she was also wearing glasses.

"Hmm…" Ragna muttered as he moved his new metal limb a bit, "Yeah...it feels a little weird, but I think it's good to go."

"Just don't push too hard. It'll tear itself right off," the pink haired catwoman warned.

"...Why are you helping me?" Ragna asked, "There's nothing in it for you...Wait. You didn't…?"

"No I did not," the cat woman answered his interrupted question, "And as for why I did it...look Somebody who isn't in the habit of asking for favors asked me for a favor. It's been twenty years since we saw each other in person…" she then gave a small, dry chuckle as she took the lollipop out of her mouth, "Guess neither of us gets old real fast."

"I see…" Ragna noted, "...Well, thanks...I guess."

"Right…" the cat woman nodded a bit, putting the lollipop back in her mouth as she leaned back in her seat a bit, "Ragna, the stuff I used to make that arm came from Lambda's regeneration core...take care of it."

"...Gotcha," Ragna nodded as he stood up, grabbing his coat.

"Where are you off to?"

"Out for some fresh air," Ragna replied as he began to step out, "Unless it's important, don't bother me."

"Fine, whatever," the catgirl shrugged as she stood up, "I'm gonna…"

"Don't bother. The door to his room is probably locked by now," Ragna stated.

"What?! Why? I can just…"

"You tried to snatch his watch while he was still sleeping," Ragna countered, _'That, and I'm honestly scared of what'll happen if you get your hands on it.'_

* * *

"Kevin, can you help me with something?" Litchi spoke up.

"Sure, doc. What is it?" Kevin asked as he walked over to her.

"Can you go check on Carl for me real quick? He's been silent for quite some time now."

"Sure thing, doc," Kevin nodded, "Though if he's anything like any other kid, he might be trying to find a way to escape."

"...I hope not," Litchi whispered, worry evident in her voice.

Kevin barely heard that as he began to head to the room Carl was in, noting there was worry in her voice...not that he could blame her or anything. After what happened between him and Relius… Kevin stopped for a moment as he recalled it, his hand balling up tightly into a fist.

"...Damn it...even just thinking about the guy is pissing me off," Kevin muttered.

He shook his head and walked up to the room Carl was in. He knocked twice with the back of his knuckles.

"Yo, kid, you still in bed?" Kevin asked, only to get silence in response, "...Kid? Hello?" he asked once more, only getting silence once more, "...okay something's up." he took out a metal marble and remade the skeleton key, "Last chance to reply if you're in bed or not, kid."

He waited a minute or so for a response, but like before...he only got silence. Kevin sighed as he used the skeleton key to unlock the door and open it. However, once he was inside...he saw nothing. No trace of Carl, or that sister of his anywhere.

"...Gwen and Litchi are gonna kill me," Kevin muttered as he began searching the room, hoping to find at least something of Carl's, hopefully before Gwen or Litchi finds out he escaped in his condition. He then spotted something poking out from underneath the bed, the ravenette leaning down to pick it up, seeing that it was a letter, "'Dear Ms. Litchi; I appreciate you, Miss Gwen, and Mr. Kevin taking care of me and my sis for these past few days, but I have to go. I finally found the person I'm looking for, and I won't let him get away, no matter what.' ...You've gotta be kidding me. He went to go find that...that…" he paused as he began to growl a bit, knowing who Carl was referring to in the letter as his hands began to shake in anger, crumpling up the letter in the process. "That damn brat…" he sighed, "He reminds me so much of me when I was 11 and wanting revenge on Ben for my own damn fault."

"Kevin? Is everything alright in there?" Litchi asked in concern offscreen

' _Ah shit,'_ Kevin sweated, "Uh...everything's alright, doc! Turns out Carl's just...sleeping."

"...Gwen? Can you check on him as well?"

' _Shit!'_ Kevin sweated nervously.

"...Kevin Ethan Levin!" Gwen's voice shouted.

"And she found out he's gone," Kevin muttered, hanging his head, "I'm dead. I am so dead."

* * *

Later that night, everyone was fast asleep and resting in their respective rooms, Kevin and Gwen sleeping in one of the spare rooms Litchi provided for them (though Kevin had to sleep someplace else after Gwen and Litchi found out Carl left in his condition) while Noel was back in her own room, sleeping soundly. Though the only person that seemed to be awake at the moment was Ben, who was looking up at the ceiling as he thought about what Paradox told him, and what he went through in this world. In the past, he'd met many powerful enemies, but the ones he's fought here...They were on a different level to him. Almost Vilgax level in terms of difficulty.

"...Maybe some cool air might get my mind off it," Ben muttered to himself as he got out of bed.

Once he slipped his shoes on, he quietly and carefully made his way out of the room, making sure not to wake anyone up as he walked down the hallway. Once he was at the front door, her carefully opened it as he began to walk outside, the cool night air brushing past him. He had to admit at night, this place was nice, quiet, and calming as he looked around.

"So, you're awake then."

"?" Ben turned to see Ragna leaning against the doorway, "Ragna?"

"Yo," Ragna slightly greeted him, "Couldn't sleep?"

"...No," Ben shook his head, "I got a lot on my mind right now."

"Soka," Ragna nodded, "You're not the only one."

"...Does it have to do with the Imperator?"

"...More or less, yeah," Ragna nodded, "Listen, k...Ben. Can I ask you something?"

"Sure," Ben replied.

"When that watch of yours isn't working, how do you defend yourself?" Ragna asked in a serious tone, "Because let's face it, even if it was working, you wouldn't get a chance to use it if you were going against someone like Terumi."

"Er...well...When it's not working, I tend to…" Ben tried to think before sighing, "I tend to just keep dodging or hide until it recharges."

"And what if your opponent is faster than you, or can sense you easily?" Ragna asked once more, the serious tone never leaving his voice.

"...I...well…"

"Do you even have any weapons on you just in case?"

"I've been learning self defense from my cousin?"

Ragna facepalmed with an annoyed sigh, "Of course. Guy has something that's pretty powerful and can beat up Murakumo Units like it was a simple morning exercise...but without that thing…"

"...Why're you asking me all this anyway?"

"Because after what happened at the Kagutsuchi branch HQ, and the fact you did something stupid in front of the Imperator, you and your friends are pretty much on the NOL's, and pretty much every hitman and vigilante out there, hit list," Ragna explained as he pulled out a wanted poster, "Look."

It was a rather accurate drawing of Ben. The teen looked it over before frowning.

"Is my nose really that big?" Ben asked.

"You don't get a right to complain about your bounty picture," Ragna deadpanned.

"I think I got the right t-" Ben began before he noticed the amount of Platinum Dollars he was worth, "Holy...?!"

"Yeah. You're pretty damn lucky. You helped destroy a NOL base, attacked a few officers there, _and_ attempted to hit the Imperator, and all you got was a tenth of my bounty," Ragna snorted.

"...Now I'm really starting to regret turning into Atomix for that last one," Ben whispered, his eyes widened as he looked at his wanted poster.

"No shit," Ragna snorted as he tossed the poster away, "Like I said, now every NOL officer, bounty hunter, vigilante, or hitman is gonna be after you."

"Yeah...that I get now," Ben slowly nodded

"No, you don't. I don't know about bounty hunters where you're from, but here? They're ruthless. They don't care who gets in their way, what is between them and you, or anything except for catching you," Ragna informed, "Only one that doesn't will be someone from the Kaka Clan and that's only if you play with them let them take a nap on you after they tackle you onto your face, or just take them to a buffet."

"...I...I see," Ben noted, his mind slowly registering in this info.

"Yeah...I just got one more piece of advice for you before I hit the hay," Ragna stated.

"...What's that?"

"Buy some weapons and start training," Ragna suggested, "You need to stop relying on that damn watch of yours so much. It's gonna end up getting you killed one day."

With that, Ragna walked back inside, leaving Ben by himself as he took Ragna's words in. He didn't want to admit it, but deep down...he knew he was right. Ever since he first got the Omnitrix, he relied on it way too much, especially when he unlocked Feedback. There were even times when the power of his aliens would turn back against him, or end up backfiring on him.

"...I'll think more about it in the morning," Ben whispered, yawning a bit as he began to walk inside.

* * *

Meanwhile, in an hidden location far away from Kagutsuchi, Haruka groaned a bit as she began to regain consciousness, the pale blonde holding her head as she sat upon the metal table she was on.

"...Functions seem normal," she muttered as she got off the metal table, only to stumble as she quickly grabbed the table for balance, "...odd. I feel...weak."

"Good to see you awake," a voice spoke up, causing Haruka to turn to see the cloaked form of A sitting in a nearby chair, "Hello, Gamma-03."

"...Where am I?" Haruka asked before frowning, "And where is…?"

"Somewhere in Ikaruga. I'll say that much," A responded, "And as for where Bloodedge and Tennyson are...well, no doubt they're resting back in Kagutsuchi right now."

"...I see," Haruka noted, "Then answer me this...why can't I move correctly?"

"Ahh...that," A said as he stood up, picking up the same black device he had around Karai and Aoiro, "You see, while you were knocked out, it seems Tennyson used one of his aliens to instruct and convince Bloodedge into not killing you and...well, to put it simply; you're almost as weak as a newborn infant now."

"...fix me," Haruka demanded.

"Sorry. With how things are right now, repairing your armor is pretty impossible," A apologized nonchalantly, "Oh and by the way, disguising your aura to make Alpha-01 and Beta-02 thinking you were Delta-04...really nasty trick you pulled there just to…" he began before Haruka aimed her crossbow at him.

"I said fix me...now…" Haruka demanded, only to flinch in pain when A squeezed the object in his hands.

"Now now...there's no need to order me around. I mean, I did re-create you and the other four," A stated as she stopped squeezing the object, "Though I'm surprised Delta-04 and Epsilon-05 defected and 'quit' the NOL. Shame too...I have some new upgrades for you girls."

"Upgrades?" Haruka repeated, panting a bit as she tried to stand up.

"Yes. Specifically for you, it's called Project Cipher," A explained, "Getting a sample from that destroyed dimension was a bit rough, but I managed to get it just for you."

"...What is this Project Cipher?"

"You'll see soon enough," A replied, "In fact, while we're talking, both Alpha-01 and Beta-02 are getting their upgrades. Been meaning to do that, but been so busy lately."

"...How long will this upgrade take?"

"Probably a few weeks at best," A shrugged, pocketing the object as he leaned against the table, "but I will say this...by the time your upgrade is done, you'll be stronger than even Mu-12."

"...and will this assist me in my revenge against Bloodedge and Tennyson?"

"Of course. In fact, the dragon I got the sample from is fueled by revenge and rage," A responded with a light chuckle, "But enough explanations. Do you want this upgrade, or no?"

"..." Haruka stood silent as she pondered this over. She thought she was strong for devoiding her emotions...but during her fight with Ben...she felt a few she thought she forgoed long ago...fear, shock...rage. After finding out she lost to him...she wanted revenge...she wanted to make him suffer...she wanted him dead, "...Very well."

"Excellent!" A beamed a bit as he walked over and helped her, "Now why don't you be a good girl and lay down on the table? I need to do something real quick."

"...Very well," Haruka nodded as she crawled onto the metal table to rest, "Initiating Stasis mode." she muttered as she closed her eyes and began to snooze softly.

Once Haruka was sound asleep, A began to walk out of the room and enter a hallway of sorts, the doorway behind him closing as he walked off. He let out a small chuckle as he recalled his time here in this world. So many advances in technology, and yet only a few things have caught his eye. But the one that caught his eye to most was the Murakumo units. So much destructive power behind such cold, metallic beauty...it sent small shivers up his back. He could never dream of something like this back in his own dimension...and it thrilled him a bit when he slowly repaired the first five Murakumo units to assist the NOL. It was thanks to this, a whole new wave of ideas crashed through his mind.

' _...This world truly is an interesting place...too bad most of the people here are a bunch of blind idiots that know nothing of the truth,'_ he thought as he came across a sealed doorway, his hand about to reach for a part of the wall before he stopped mid-way, "...Something I can help you with, Yuuki Terumi?"

"Oh not much. Just wanted to check and see what you were up to," Hazama's voice spoke up as he walked out from behind a faded pillar, "So how's the status on Gamma?"

"...She is fine. She is currently resting," A responded, "Once I'm done checking something, I'll begin her upgrade."

"Ahh...soka," Hazama nodded," And pray tell, what is this 'thing' you need to look into?"

"...that's private information, Yuuki Terumi," A responded as he tapped a spot on the wall, causing a panel to appear as he entered something on the keypad, "Only person I'm allowed to speak of this to is the Imperator."

"Oh? Is that so?" Hazama noted as he began to lean in close, "Well why don't you let me sneak a-"

Before he could even blink, Hazama's face was grabbed by a black clawed hand, dark red data lines streaming on it.

"You may be a powerful ally, Yuuki Terumi...but it's not wise to steal information from Neo Exodus," A stated in a very cold dark tone, the cloaked figure being the owner of said hand as he gripped Hazama's face, "It's thanks to us you have five Murakumo units re-activated. However...due to that little incident at the Battle of Ikaruga, you're down to only three now. But…" he soon released his grip on Hazama's face as he moved his clawed hand back into his cloak, "I suppose that's that idiot Kagura's fault. If he hadn't got distracted by the Mad Dog, then the NOL would still have five Murakumo units under their control."

"...I suppose that's true," Hazama admitted a bit as he fixed his fedora, "Very well. I'll leave you alone. Too bad I was gonna tell you some good news, but whatever."

"...Fair enough," A shrugged as Hazama walked of.

Once he was gone, A entered a few more commands into the keyboard before the door opened, revealing a set of stairs as he walked in, the door closing behind him. As he walked down the stairs, various infrared lights scanned him.

-Scanning...scanning...approved. Welcome back, Agent A- a computer voice spoke up as A reached the bottom of the stairs, another door opening as he walked into a darkened room, a large pod connected to various cables of sorts standing in the middle of the room.

"How's the process coming along?" A asked as he began to walk towards the pod.

-Completion is at 45% and counting- the computer voice responded -Also the energy dna for the Murakumo units Gamma-03, Lambda-11, and Mu-12 are slowly interfacing with the programs at your request-

"Ahh...excellent," A grinned underneath his cloak as he stood in front of the pod, looking at a figure floating within the neon green liquid, "It won't be long...once I've obtained what I need from the other Murakumo, and from Bloodedge...Neo Exodus will be one step closer to their goal. Isn't that right, my master piece...my creation...my…Omega?"

* * *

 _SZ: Phew...finally...after a few months of getting sidetracked and such, this chapter is finally done with._

 _GT: And now there's a few rest chapters._

 _SZ: Yup. A Few filler chapters before we get to the next major arc of this story. But that last part involving A...it sounds rather ominous, don't ya think GT?_

 _GT: ..._

 _SZ:...GT?*pokes him for a sec* you alive? *taps once more, accidently knocking GT over as he shattered* 0-o...um…..um!_

 _GT: *walks in* Who broke my replica?_

 _SZ:...re...pli….ca?..uh…*runs off* Deadpool did it!_

 _Deadpool: *pokes head in, hiding a hammer behind his back* I'm sorry what?_

 _GT: *pulls out Sheepinator and zaps Deadpool with it. Punts Sheepool into outer space* And, yes, it did sound rather ominous. And an interesting twist. It seems that she isn't the one she claimed to be, but a different Murakumo unit._

 _SZ: ...Ahem!*walks back in*Y...yeah. And that little secret project of A's...again, ominous, but we'll have to wait and see what it fully is later on._

 _GT: Indeed. Until then, please read and review._

 _SZ: Hai, so until next time, I'm Seanzilla115, and he's GammaTron._

 _GT: And we are out of here! *takes two steps before falling, snoozing*_

 _SZ: H-*shuts down* Zzzz…_


	13. Rebel 12

_SZ: Hey guys. It's Seanzilla115, and I have something to say. Despite what everyone says, Mighty No 9 is an awesome game. Sure it may get a bit glitchy at times, and the load times for the Wii-u version are a bit slow...but it's still a fun game overall._

 _GammaTron: True. It does look like fun. Welcome to the next chapter of Omniverse Shift._

 _SZ: Yup. And this time, Ben's gonna try and practice without using the Omnitrix. And what is he gonna practice with? Well...we'll have to wait and see. But before we begin as always, disclaimers. We don't own anything in this story, nor do we own the Ben 10 or Blazblue franchises. We do though own any OCs and OC aliens that'll appear in this while once more...Benfire is owned by the Ben 10 fan community. Reason I keep bringing that up is...well, I honestly don't know who created Benfire in the first place._

 _GT: *nods* Let's get started!_

 _SZ: Yosh!_

* * *

It seemed like a normal morning at Ms. Litchi's clinic, the female doctor and her assistant helping out any patients that come in (with Gwen helping out every now and then). Kevin would also help out a bit with any chores Litchi had for him, and making sure to keep a close eye on Tao when she was visiting. But...neither Gwen or Kevin expected what Ben was going to tell them today.

"Wait...you want to what now?" Kevin asked as he and Gwen stood within Ben's temporary room.

"I want to learn how to use a weapon," Ben repeated his request, "You remember the big issue with the Omnitrix, right?"

"You not always getting the alien you want?" Kevin joked.

"The recharge period and how random it is," Ben frowned.

"Ahh...true," Kevin nodded, "Still...why bring this up man?"

"...Well, I was out late for a bit last night, and found out….well…" Ben began as he took a bit of a deep breath, "We got bounties more or less due to what happened at the NOL HQ here in Kagutsuchi."

"So? I got plenty of bounties on my head befo-" Kevin began before Ben pulled out the wanted poster Ragna showed him yesterday, "...Damn. Who did you piss off to get a bounty this high?"

"The NOL. I...tried to attack the Imperator as Atomix," Ben explained.

"Ahh...well damn man."

"Yeah. It also means every NOL agent, bounty hunter, hitman, and vigilante is gonna be out for my head," Ben added, "Same goes for you two since you most likely already have bounties as well."

"Wouldn't surprise me."

"Kevin!"

"What? I'm serious," Kevin pointed out, "Plus think about it, Gwen. You think the bounty hunters here are gonna give Ben a chance to transform or recharge his Omnitrix? He barely managed to survive against that Hazama guy the first time, and he couldn't even land a single blow in as any of his aliens."

"I was lucky Ragna was there the second time. Otherwise, I wouldn't have stood a chance against him or that Murakumo unit that was with him," Ben added.

"But...wait. Murakumo?" Gwen repeated

"Story for another time," Ben answered, "But right now...I need to train to use a weapon so I would at least have a fighting chance when the Omnitrix isn't working."

"He's got ya there, Gwen," Kevin stated, "...Though I doubt the people here will sell a highly wanted criminal here a weapon. It would be like giving Rath a chainsaw, or worse."

"...Gee. Thanks for trying to help me out," Ben deadpanned as he looked at Kevin.

"No problem," Kevin grinned.

"...But you're probably right," Ben sighed as he leaned back on his bed, "I don't have the money to even buy a weapon right now. So unless you guys have any spare money or weapons stored away...I'm kinda stuck."

"...Ugh…" Gwen sighed a bit as she looked over at Kevin, "Kevin...go into our room. I wanted to keep it secret from Ben, but...given what's happening right now...he'll need it."

"Got it, babe," Kevin nodded as he walked out of the room.

"Wait. What're you talking about, Gwen?" Ben asked.

"Wait until Kevin comes back with it," Gwen replied, "And, again, it's Gwendolyn."

"Right right...Sorry, Gwendolyn," Ben said, correcting himself this time.

"Thank you," Gwen nodded as Kevin came back in, carrying a metal suitcase in his hand.

"Found it," Kevin stated as he put the suitcase on the bed.

"...What's in it?" Ben cautiously asked.

"Before we came here to this world, Rook wanted us to give you something," Gwen replied, "I wanted to keep it secret from you...but...the people in this world are strong...really strong. So I think it might be best if me and Kevin start training as well."

"Ahh….but seriously, what's in the suitcase?" Ben asked once more, this time out of slight curiosity.

Kevin opened the case and showed the contents to Ben. In it were a pair of black and green boxes with a combination gun grip/sword handle extending from one end on both. The symbol of the Plumbers were on one of the boxes while the other box had the number '10' on it. Ben blinked a bit as he reached into the case and picked up the boxes, the young adult jumping back a bit in surprise when a pair of slightly curved, pure silver blades with a green-tinted back popped out of the upper flat end of the grip/handle.

"...Wait. Are these…?" Ben began in realization.

"From the looks of it, yeah. I think you got your own Proto-Tool man," Kevin answered, "Though I'm not sure what other forms it has."

"...Wouldn't hurt t-" Ben began as one of his fingers gripped against a small button on the grip/handle, causing the blades to draw back in as the 'boxes' shifted into what looked like a pair of revolver-like guns, "...Okay. That's pretty cool….I wonder what would happen if I tried combining them?"

"Combining them?" Kevin repeated, "And how do you think they'd do that?"

"Call it a bit of a hunch," Ben replied as he pressed the two guns together, unintentionally pressing a button on the bottom of the grip as the weapons started to shift a bit into a slightly larger grip, two pure silverish ends popping out of the top and bottom half, the upper one a bit larger as it had what looked like a hammer on the top, "...Huh. A staff that doubles as a hammer…"

"Well, look on the bright side, Gwen; at least he'll have something to help when he's alone in a fight and needs to wait for a recharge on the Omnitrix," Kevin noted.

"...That is true, yes," Gwen nodded before giving Ben a serious expression, "Still Ben, I suggest you keep a close eye on it and not lose it."

"After being in this world for the last few days, no way I'm keeping these out of my sight," Ben stated as he stood up, giving his Proto-Tool in its Staff/Hammer mode a quick test spin for a moment before pressing the button on the grip/hilt again, causing the two ends to retract, "Now I just have two things to do."

"What's that?"

"Find someone to help train me, and find a place to train at," Ben replied as he tried to find a place on his body to keep his new weapon at, "...Though it would help to have a grip or something so I can pull this out when I can."

"I'm sure I can make something for you to put that in," Kevin shrugged.

"Thanks man," Ben nodded.

* * *

"...*yawns* God, I'm so bored…" Makoto muttered as she rested in her bed, the Beastkin wishing she could rest her head in her hands at the moment.

"You already know what Ms. Litchi said, Makoto. You still need to rest in bed while your arm and ribs are still healing," Tsubaki replied as she read a book.

"But my legs work just fine now…" Makoto countered, "Seriously, I can go for a walk if I wanted to."

"No means no, Makoto," Tsubaki stated.

"Mmm…" Makoto pouted at that, looking away from the crimson red-head before she gained a bit of an idea, "...You know...a walk isn't too hard or anything."

"No still means no, Makoto."

"Damn it," Makoto muttered, her ears drooping a bit as she gave Tsubaki a firm glare.

"Glare at me all you want, Makoto. It's not gonna change my mind," Tsubaki said, finishing her current book as she moved onto the next one on the pile she had on the nightstand next to her bed, "I'm just making sure you follow Ms. Litchi's instructions."

"But I-!"

"Shh!"

"...But I got nothing to do!" Makoto quietly yelled.

"You were the one who turned down the books," Tsubaki reminded.

"Not my fault there wasn't anything good to read in that pile," Makoto muttered.

"What are you talking about? These medical texts are interesting," Tsubaki argued, "Especially the one about pressure points. Apparently, there's a cluster of nerves near the left eye that when hit will be capable of causing your heart to burst. The only way you could even tell this nerve is hit is by the eye turning red on the corpse."

"...Okay...I did _not_ need to know that, Tsubaki," Makoto deadpanned a bit, a bit creeped out at that info, _'Seriously, what I wouldn't give to get out of this bed right now.'_

As if on cue, the two heard someone knocking on the door.

"Who is it?" Tsubaki asked as she looked up from her book.

"Finally, something new!" Makoto exclaimed, "Hurry up and open the door!"

"Makoto, hush!" Tsubaki hushed her, 'We're in a clinic, so be quiet." She then looked back at the door, "Whoever's there, please come in."

"...okay," Ben's voice responded as the brunette walked in, his Proto-tool being held in a bit of a holster attached to a belt on his waist, "Hey girls."

"Greetings, Ben-san," Tsubaki greeted, "Glad to see you up and about."

"Yeah," Ben nodded, " So how're you girls doing?"

"Doing a bit better," Tsubaki responded, "Ms. Litchi says we'll be good to leave hopefully within a week or so."

"Hai," Makoto added with a nod while secretly mouthing to Ben 'Help me...Bored out of my skull here.'.

"Is there anything you needed to talk about, Ben-san?" Tsubaki asked.

"...Well actually, if you girls are able to, I was hoping if you wanted to take a quick walk with me," Ben offered, "Just for some fresh air and such."

"Ahh….no thank you. I'm…" Tsubaki began.

"Yes, please!" Makoto interrupted.

"Makoto, I told you…" Tsubaki began once more with a frown.

"I'd have Ben with me. So in case I end up opening up any wounds or anything like that, he'll be able to carry me back," Makoto stated as she turned towards Ben, "Right, Ben?" she then mouthed 'Seriously get me out of here. If I have to spend another hour of doing nothing, I'll die of boredom!'.

"Uh...Y-Yeah! No worries, Tsubaki. If she opens any wounds or anything happens, I'll make sure to bring her back here as fast as I can," Ben assured.

"...Fine," Tsubaki sighed a bit before giving Ben a stern look, "But make sure you don't get into trouble. I don't want to be held responsible if Ms. Litchi finds out you two got injured, especially Makoto when she's still supposed to be on bedrest."

"Oh, we'll be fine," Makoto assured as she carefully got out of bed.

"...You should at least get changed though," Tsubaki added as she went back to her book.

"Already on it," Makoto nodded as she managed to take her temporary clothes off, causing Ben's face to blush brightly as he quickly closed the door.

"Makoto!"

"Oops...eh heh...sorry. Slightly forgot he was in the room still," Makoto sheepishly chuckled.

Tsubaki facepalmed, "Oh for the love of…"

' _B...Braless...she goes...braless…'_ Ben thought, his entire face blushing heavily as his back stood against the door.

* * *

"Kevin, Gwendolyn, can you two come in here please? I have a favor to ask you two," Litchi called out to the two from the waiting room of her clinic.

"Coming, Ms. Litchi," Gwen replied.

"Coming, ma'am," Kevin added.

"Thank you," Litchi nodded as the two walked in, "Kevin, I need you to head down to the Kaka clan village to pick up a special herb for me."

"Okay?" Kevin asked, "Where is their village?"

"Located underneath the city," Litchia replied, "I'd give you directions myself, but I'm gonna be busy today, and I need Gwendolyn and Lin hua's help. So I arranged someone to help you get there."

"...It's not that Bang guy, is it? ...Is it?"

"No. He's supposed to be leaving on a training journey today," Litchi responded, "The person I'm talking about should be here any second now."

"...Oh no...n-" Kevin began in realization before the door was slammed open and he was tackled to the ground by a blur, "Oof!"

"Nyello, Suck Guy!" The catgirl from yesterday greeted him as she laid on top, her tail swaying a bit behind her.

' _Not this crazy girl again…'_ Kevin mentally groaned.

"Tao, off," Litchi ordered.

"Oh! It's the Boobie Lady!" Tao beamed, "Do you have any delicious meat buns for Tao today, nya?"

"Actually, Tao. I need you to do something for me," Litchi replied as she pointed down at Kevin, "I need you to lead him to your home village to pick up a special herb I need."

"Hm? Suck Guy?" Tao tilted her head.

"Again, it's Kevin," Kevin frowned a bit as he stood up, Tao getting off him as he brushed himself off, "Ke-vin."

"...Key-Vine?" Tao tilted her head.

"No. K-" Kevin began.

"Just give up, Kevin…" Gwen sighed, "She…"

"Ooh! Nice Lady!" Tao beamed, about to pounce on her before Kevin grabbed her by the scruff of her coat, "Mew...Suck guy mean, meow."

"...Why?" Kevin asked, looking at Litchi.

"Aside from me, she's the only one who knows the safest route to the village," Litchi answered.

"..." Kevin said nothing as he moved Tao a bit so he could look at her face to face, "You better not lead me on some wild goose chase, you crazy catgirl."

"?" Tao blinked twice.

"...Ugh...let's just get going…" Kevin groaned as he put Tao down, only for the catgirl to bolt out of there as she ran out the door, "Hey! Get back here!" he shouted as he ran after her, "Freaking crazy catgirl!"

"...Um...ahem!" Gwen cleared her throat out, "Anyways, what else would you like me to help you with, Ms. Litchi?"

"Well…" Litchi began before she noticed Ben and Makoto coming in, "...Makoto? What're you doing out of bed?"

"Oh, it's my fault," Ben explained, "I offered to go on a walk with her and make sure to bring her back if anything happens."

"Ahh...I see," Litchi noted, "Well then, be sure not to stay out too long. Okay?"

"We'll be fine," Makoto assured, wearing a repaired version of her battle attire, minus the gloves and tonfa of course as one of her arms was stilling in a sling, "Also, thanks for fixing my outfit."

"...Ms. Litchi?" Gwen spoke up, a bit of a blush on her face while she had a bit of an annoyed look on it, "Mind if I go out with them real quick?"

"Huh? Why?" Makoto blinked at that, "...Hold on. Is this about my outfit?"

"Well...yes," Gwen replied, "I mean, you're a single cough or a gust of wind from a wardrobe malfunction, for goodness sake."

"...True, but seriously. This is to help me move around faster," Makoto stated.

"I think it's a good idea for you to help her get some new clothes, Gwendolyn," Litchi noted, "This seems more of a bedroom outfit for special moments than it its for fighting."

Kevin had the decency not to point out that Litchi's battle outfit, while modest, still had her bra fully exposed.

"...Fine," Makoto sighed, "But I get to at least choose an outfit or two while we're doing that, okay?"

"Of course," Gwen replied.

' _Why do I get the feeling_ I'm _the one going to have to carry everything?'_ Ben thought, "...Wait. How're you gonna…?"

"I've been helping Ms. Litchi out while you've been unconscious for the past few days," Gwen responded, pulling out a small/medium sized coin bag full of Platinum Dollars.

"Nice!" Makoto beamed.

' _...Yup. I'm probably gonna be carrying everything,'_ Ben thought.

* * *

"Ugh...goddamn catgirl…" Kevin muttered as he walked through the pipe area, having lost track of tao as he looked around, "...I swear to god if I run into that black slime thing again, I-"

"Meow!"

"Gah!" Kevin yelped as he jumped forward, which resulted in him hitting his head on a pipe, "Gah! Son of a….!"

"Nya haha! Tao got you good, Suck guy!" Tao laughed as she stood behind him.

' _Why me?'_ Kevin groaned in his thoughts as he rubbed his head, "Seriously, Tao. Stop pulling that crap on me. It's getting annoying."

"Hm?" Tao tilted her head, a blank look on her face.

"...Nevermind," Kevin groaned as he looked ahead, seeing a fork of sorts in the path, "...Okay, Tao. which way do we have to go? Left or Right?"

"...Mmm…" Tao pondered for a bit, her tail swaying behind her as she tried to think, "...Left, nya. That's the way to the Kaka Village, mew."

Kevin nodded, _'This better be the way.'_

"Come on, Suck guy!" Tao called as she ran ahead. "It's this way, nya!"

"Seriously, stop calling me that! It's Kevin!" Kevin shouted as he ran after her.

"Co-lin?"

"My name is KEVIN! KEV-IN!"

"Kiwi?"

"Where the hell did you get 'Kiwi' from?!"

"Do you have food, Suck guy?"

' _Ugh! I better get something good for this!'_ Kevin mentally exclaimed.

* * *

Back over with Ben, Gwen, and Makoto, the three were walking around the shopping district of Oriental Town, the former having to wear a cloak to hide his identity to make sure nobody would recognize him.

"You know, why haven't you tried hiding as one of your aliens?" Gwen asked.

"Have you seen my aliens before?" Ben frowned, "Not one of them might be able to even closely pass for a Beastkin since all the ones we know or have seen just look human with tails and/or animal ears."

"...Well what abo-" Makoto began.

"No," Ben instantly replied, "I'm not transforming into _her_ again."

"...Her?" Gwen repeated as she raised an eyebrow slightly at that.

"A female alien called Benfire," Makoto whispered to her, "Only seen it once, but it looked the most human...minus the orange-ish skin that is."

"...A _female_ alien?" Gwen raised a brow at Ben.

"I was trying to transform into this other new Alien I got, and I ended up transforming into...well, that," Ben sighed, "Seriously, It was like I was Rath, but…"

"She spoke in broken English more or less and tried to kiss me," Makoto added in a deadpanned tone.

"...Ben…" Gwen began.

"Keyword being 'tried,'" Ben stated, blushing a bit at the memory before shaking it off, "Which is why I'm not gonna change into that particular alien for a long time."

"..."

"..."

"..." Ben slumped after the short silence between him and Gwen, "I just jinxed myself, didn't I?"

"Well, let's recall your track record of when you said you weren't going to do something, you went and did it anyway," Gwen replied.

"Let's not please," Ben groaned, "Besides, aren't we kinda getting off track here?"

"Oh, right," Gwen noted.

"...What kind of track record do you have…?" Makoto asked.

"Don't ask. Just...where's the clothes store here?" Ben sighed.

"It should be up ahead after we turn the corner," Makoto replied before her stomach growled a bit, "...Think after-words we can get a quick bite to eat?"

"I think I'll have enough for that," Gwen nodded.

"Sweet. I know the perfect place we can go," Makoto beamed.

* * *

Back over with Kevin and Tao, the two were still walking within the large pipe area, the former starting to get annoyed as he felt like he's been walking around in circles.

"..Seriously Tao, are we there yet? I'm getting sick and tired looking at pipes," Kevin spoke up.

"Almost. Just one more way to go, nya," Tao smiled as she walked over to the side.

"...Oh no. You're not suggesting…" Kevin began before Tao jumped off, "Ahh! God damn it Tao!" he snapped, quickly coating himself in metal from one of the pipes as he jumped after her.

"Wheeeee~!" Tao laughed as they fell.

' _Fucking crazy ass catgirl!'_ Kevin mentally shouted as he fell down after Tao, _'Seriously, how does Litchi_ deal _with her?!'_

* * *

Litchi sneezed.

"...Bless you," Tsubaki grabbed a tissue beside her and wiped the bit that got on her face, an eye twitching.

"Sorry," Litchi apologized, pausing in her reapplication of Tsubaki's bandages.

* * *

"...Ugh...damn it, Tao! Next time you pull something like this on me, y-" Kevin began before he noticed she was gone, "...uh...Tao? Where…?"

"Up here, Suck guy!" Kevin looked up to see Tao waving at him, the catgirl sitting on a pipe with what looked like grass and dirt on it.

"..." Kevin looked down slowly as he was heading right towards a fairly large pipe that was above a large village, a few of the houses seemingly cat themed, "...Goddammit."

 ***CLANG!***

"...Oi~!" Tao called out as she climbed down a few pipes, reaching the one Kevin was lying on top of, "You alrighty, Suck Guy, nya?"

"...God…..damn it….Tao…" Kevin groaned, losing his metal coating as he slid off the pipe, falling into what looked like a large skillet filled with water, _'Gwen...whatever you're doing, I'd do anything trade places right now…'_

* * *

"Achoo!" Gwen sneezed as she and Makoto stood in the changing room, "...Sorry."

"It's fine," Makoto shrugged, grabbing a shirt from the return cart beside them and wiped her face, "Just a bit of spit, is all."

"Right," Gwen nodded, "Ahem. Anyways, let's see what you picked up," she then looked at some of the clothes Makoto picked out, "...No."

"Aw, come on. Why not?"

"For one, they're all a size small," Gwen frowned, "You're a size medium at least."

"Hey. At least they're modest more or less," Makoto argued.

"There's also no bras in here."

"Because A; They itch like crazy, and B; there's none in my size," Makoto countered.

"...But they go up to G-Cup from what the sign outside said," Gwen noted.

"I'm an _H_ Cup," Makoto deadpanned.

"...A...An H-Cup?!"

"Yeah," Makoto nodded, "Before you ask, the part of the...you know what I used to work for only had the top in an F-Cup size, so that hurt for a little bit."

"But...You...and…" Gwen facepalmed with a groan, "Ju...just put those back and get them in a bigger size. You'd rip them apart if you tried to put them on."

"...Good point," Makoto admitted as she picked the shirts up, "What about the skirts, shorts and panites? Are those okay at least?"

Gwen picked the skirts and shorts up, "..." she grabbed a measuring strip and wrapped it around Makoto's waist and hips, looking them over, "...Yeah. They're fine. You actually picked out a size just right for them."

"Sweet," Makoto smiled a bit as she went to go pick up some shirts in a bigger size.

Over with Ben, he was currently standing by the counter of the store, waiting on the two girls to finish.

"Excuse me sir. Do you need any help with something?" the owner of the store, a snake Beastkin wearing a emerald green chinese dress, asked from behind the counter.

"Huh?" Ben blinked, slightly losing his train of thought as he looked at her, "Oh no. I'm just waiting on them to finish."

"I see...Not many boys tends to do things like this with girls," she noted, "Perhaps one of them is your...special girl, hm?"

"...oh. Oh! N-no no! One of them is just a friend while the other is my cousin!" Ben exclaimed, a heavy blush on his face, "That's all."

"You sure~?" she asked in a bit of a teasing manner.

"Ye-yeah. I'm sure. I'm just here waiting on them," Ben added.

"...Okay then," the snake Beastkin shrugged, "But if you or your girlfriend needs anything, I'll be in the backroom."

"N-noted," Ben nodded as the Beastkin left, the young adult trying to shake his blush off, _'Damn it. I'm gonna be 18 soon, and I'm still blushing like mad her...wait. Why did I blush when that snake girl thought Gwen or, most likely, Makoto was my girlfriend? I don't even like Makoto that way… Though I will admit, she is kinda cute...and that smile of her's is nice...and she does have a hot bo-ack! Damn brain!'_

"Hey, Ben. Everything okay?" Makoto asked from behind one of the clothes racks.

"Y-yeah! Just peachy," Ben replied, still trying to shake the blush off.

"Sure you don't want to come to the changing rooms?" Makoto teased.

"I...I'm good," Ben managed to get out, his entire face covered in a heavy blush at this point.

"...Okay," Makoto shrugged as she walked back over to the changing room, holding some medium/medium-large shirts.

' _...Okay seriously, why can't I stop blushing?! I never blushed this much around Kai or Julie before!'_ Ben mentally yelled, trying to force the blush back, _'Calm down, Ben...calm down. Just...try and think of something else. My summer vacation with Gwen and Grandpa Max when I was ten. Graduating high school. Winning one last soccer game before said graduation. Makoto cheering me on while wearing a cheerleader o-DAMN IT!'_

"Please don't hurt the counter," the snake Beastkin giggled, seeing Ben hitting his head on it when peeking out of the backroom.

"S...sorry…" Ben winced as he raised his head up, rubbing the bruise on his forehead.

"Okay, we're finally done," Makoto's voice spoke up.

Ben looked up to see Makoto walk up. She was wearing a chestnut-colored tee under an orange jacket with black trimming, acorn-colored detailing resembling branches decorating it. She wore a black skirt over a pair of black shorts while she had black stockings going up her legs, hugging them snugly.

"Took a bit to get my injured arm through the sleeve, but I pulled it off," Makoto said before giving Ben a bit of a wink, "I look nice though, ne Ben-kun?"

"..."

"...You like it," Makoto giggled a bit, "I'll buy this!"

"Good then," the Snake Beastkin nodded, walking out the back room, "Now will you be paying, or will your boyfriend pay for it?"

"Boyfriend?" Makoto blinked before looking over at a blushing Ben, a bit of a mischievous idea forming in her head, "Who says he's my boyfriend?"

"Hmm?"

"Perhaps maybe the redhead next to me is my girlfriend," Makoto stated.

"Excuse me?!" Gwen gawked.

"Or perhaps I'm going out with both of them," Makoto added, resisting the urge to laugh as she gave her fellow Beastkin a sly grin, "But that's for you to figure out."

"...Okay. I like you," the Snake Beastkin smirked a bit, "In fact, how's about I give you half price on the clothes you're buying? My treat for putting me in such a good mood today."

"Really? Thanks!" Makoto grinned.

"My pleasure," the snake Beastkin nodded, "Now then, the normal price for those would be about...7350 PD, but as I'm offering, I'll cut down by half."

"Once more, thanks," Makoto grinned, "Gwen-chan?"

"...We're going to have a talk when we're done here," Gwen frowned as she payed the snake girl the total amount.

"Thank you," the snake Beastkin smiled, "Please come again."

"Hai," Makoto nodded, giving Ben the bag that held her old outfit, along with a second and third bag as the three left the store. She then looked over at Gwen, who was giving her an even glare, "...Oh come on. I was just joking around."

"..."

"..."

"..."

"...Oh god. Your glare's just as scary as Tsubaki's," Makoto sweated a bit as she hid behind Ben.

"Don't...ever...pull something like that...again," Gwen stated in a very even tone.

"H-hai, Gwen-ch-"

"Gwendolyn."

"Hai, Gwendolyn-sama!" Makoto yelped, hugging Ben from behind with wide, frightened eyes.

"Good...now come on," Gwen ordered as she began to walk away.

"...Ben?"

"Yeah, Makoto?"

"Your cousin is freakin' scary~" Makoto shivered as she hugged him tighter with her good arm, causing her covered bosom to smoosh up further against his back.

"...When she's mad, yes...yes she is," Ben nodded slowly, his blush returning a bit from feeling Makoto's ample bosom pressing against him.

"What was that?" Gwen asked, her back still turned to the two.

"Nothing!" both replied quickly, sweating a bit in fear.

"That's what I thought."

* * *

"Ugh….damn it…" Kevin groaned as he began to wake up, sitting up from a bed as he rubbed his head, "...damn crazy catgirl...why'd she have to pull off something like that?"

"Ahh good...you're awake, meow," a voice spoke up, causing Kevin to look ahead to see a catgirl like Tao, only...she looked different than her. For one, while Tao's outfit was a cream-ish white color, this one wore a black version with what almost looked like a tiger tail poking out the back, with her visible hair much messier than Tao's.

' _...Aw crap...not another one…'_ Kevin mentally groaned, hoping she wouldn't be like Tao.

"Hello," the Kaka greeted.

"...Uh….hey," Kevin greeted slowly, "Uh...listen um...Uh…"

"Torakaka."

"Right. Listen, have you seen a catgirl that possibly has WAY too much energy around here?" Kevin asked, "She was supposed to take me to her home village so I can pick up some special herb."

"Ah. You mean Taokaka, yes?"

"Yeah. Her."

"Ahh. Well she's currently helping out in the village right now," Torakaka replied, "And whatever my niece had put you through getting here, I deeply apologize, nya."

"...Niece?" Kevin raised a brow.

"That's correct," Torakaka nodded.

"...You don't look all that much older than her," Kevin noted, _'Then again, you all hide behind those getups.'_

"Oh my. We just met and you're already hitting on meow~" Torakaka giggled a bit.

' _And things just got awkward…'_ Kevin thought, "...don't take this the wrong way, but is there anyone else I can talk too, like..oh say, Tao's mom or whoever is in charge of the village?"

"...My sister passed away when Tao was little, but I can bring the elder," Torakaka informed as she left.

"...And like that, I'm an idiot," Kevin muttered, _'Damn it. Not one minute here, and I already made someone who lives here upset more or less. Still...Guess it makes sense on why Tao acts like she does…'_

"Tora, Tao is d-Suck guy!"

' _Dammit with the nickname…'_ Kevin groaned mentally before Taokaka tackled him off the bed, "Oof!"

"Yay! You're awake, Suck guy!" Tao beamed as she layed on top of him, "Tao was worried you were gonna drown, nya."

' _Yeah...no thanks to you,'_ Kevin mentally muttered, "Yeah...now can you please get off me?"

"Nya?" Tao tilted her head.

"Get...off...me," Kevin stated slowly, "Seriously, the way you're sitting on me is pretty su-"

"I've brought the elder back," Torakaka informed as she entered before blinking twice at the sight, "...I do not approve of him being your mate, Taokaka, meow."

' _...Okay. Did I piss god off or something today?!'_ Kevin mentally exclaimed.

"But Tora, Tao is glad Suck Guy is okay, nya," Tao replied.

"Yes, but look at the position you're in," Tora countered.

"..." Tao blinked as she looked down, taking a moment to think before she yowled a bit and jumped back, "Suck Guy, how could you? You tricked Tao into sitting on top of you like that!"

"Hey! You tackled me off the bed!" Kevin argued as he sat up.

"Ahem," Tao froze as Kevin looked at the door to see a small Kaka in worn out, oversized robes enter, a staff in their left covered hand.

"...Elder, nya," Tao whispered as she bowed.

' _Wait...that's the elder?'_ Kevin thought as he looked at the small Kaka, _'...Honestly, was expecting someone a bit taller, but...kinda makes sense...I guess.'_

"This is the one who fell, elder," Torakaka informed, motioning to Kevin.

"...Soka," the elder noted, moving a bit closer to get a clearer look at him, "Hmm…"

' _Take a picture. It'll last longer,'_ Kevin thought.

"...I was told you've been sent here to pick something up, correct?"

"...Yeah…" Kevin nodded slowly, "I was sent down here to pick up some special herbs for Ms. Litchi."

"Eh? Who, nya?" Tao blinked.

"...Ugh. The 'Boobie' lady," Kevin groaned a bit

"Oh! That's right, meow! Boobie lady sent Suck Guy down here to pick something up, and Tao had to lead him here so he can pick it up, nya!"

The elder nodded, "I see...I see…" she looked Kevin over, "Very well."

"Huh?"

"Tora, please go get the herbs, meow."

"Of course," Tora nodded with a small bow before walking out.

"...Seriously? That's it?" Kevin blinked in surprise and confusion, "I...don't have to do some over the top test or anything to get those herbs?"

"Nyo."

"Oh thank god!" Kevin sighed in relief, "Seriously, after what happened to me today, you have no idea how relieved I am to hear something like that."

The elder nodded, "I apologize for Taokaka's actions. While she is to become the next protector of our home, she is still…" she trailed off at that, the two trying not to look at the mentioned Kaka member in the room, who was distracted by a marble on the floor.

"Yeah...I kinda getcha," Kevin nodded,

"Nyes," the elder nodded, "Though she will be gone for a while on her training trip."

"I s-wait...Training trip?"

"A few days ago, something happened with her," the elder explained, "She says when she returns from her journey, she'll be strong enough to help protect the village, especially from the Black Squiggly."

"...Black wh-" Kevin began.

"Squiggly?! Where?!" Tao shouted, her eyes narrowed as she looked around, "Where is it!? Tao will beat it to a pulp, nya! No way is Tao gonna let Squiggly eat anymore Kaka kitties, meow!"

' _...Why do I get a feeling I know what she's talking about?'_ Kevin thought, "...So...if I can ask, who's gonna be looking after this place while she's gone?"

"Torakaka," the elder replied, "She is the current protector."

"Ahh…" Kevin nodded.

"I've returned," Said mentioned catwoman spoke up as she walked in, a basket with herbs in it.

"Welcome back," the elder nodded as Tora handed Kevin the basket, "I advise you to be extra careful with those. They're a special herb that only grows around the village, meow."

"Got ya," Kevin nodded, "Anything else I need to know?"

"Nyo. That is all," Tora shook her head.

"Ahh...OK then," Kevin said as he looked over at Tao, "Alright, let's head back out."

"Mmm...Tao doesn't see any sign of Squiggly...so okay," Tao smiled a bit, calming down as she stood up, "Ooh! Tao knows a shortcut th-"

"No. I was lucky to survive your first shortcut," Kevin frowned, "Plus I doubt the herbs would survive."

"Oh, don't worry, Suck Guy! This one is totally safe, nya!" Tao assured him.

"...how safe we talking?" Kevin cautiously asked.

* * *

"...I shouldn't have asked. I shouldn't have fucking asked," Kevin muttered as he and Tao were strapped to what looked like a giant cat-themed slingshot, "...And you say this thing is safe...right?"

"Tao doesn't know. This was installed recently," Tao admitted, "But I know it leads to Boobie Lady's place, nya!"

' _You motherf…'_ Kevin began to think before the slingshot went off, his mind and voice releasing a scream.

* * *

"Hmm?" Makoto blinked as she looked up from her food, hearing something faint in the distance, "Did you two hear something?"

"Nope," Ben replied, "Gwen?"

"Aside from the usual dining noises when we're in a crowded place, no," Gwen shrugged.

"...Soka...okay. Guess it's just me then," Makoto shrugged as she resumed eating her third, maybe fourth plate.

' _...where the heck does she put it all?'_ both of them thought as they looked at the Beastkin in slight amazement.

"Ur! Oh, excuse me," Makoto chuckled a bit as she finished her food, "...I think I might have enough room for dessert. Ooh! I hope they have chesnut parfaits!"

' _She's still hungry!?'_ Gwen thought in shock, _'She must have some sort of high metabolism.'_

"Be right back. I'm gonna go check," Makoto said as she stood up and walked off.

"...So glad the place she talked about is an all-you-can-eat buffet…" Gwen muttered, "I don't think I'd have any money left afterwards."

"Agreed," Ben nodded, "That's what I thought too when I met her again on the same day I came to this world."

"I see," Gwen noted.

"Yeah…" Ben nodded before frowning slightly, "Also found out most people in this world treat Beastkin like crap."

Gwen cringed at that, "Wow. It must be bad if _you_ of all people curse."

"If you call bullying someone up to the point you hate humans because you're a Beastkin, then yes," Ben nodded, remembering what Makoto had told him when she used to be in the Military academy.

Gwen nodded slowly.

"Yeah…" Ben nodded as he calmed down, "Sorry about that. Just...can't stand people like that. People hating someone just because what species or race they are."

Gwen nodded once more in response, "...Wait. Hasn't a-"

 ***SLAM!***

"Alright, everybody on the floor now!" a voice shouted.

"...Wait a minute…" Ben whispered as he looked over his shoulder, seeing a pair of familiar thugs standing in the doorway, "...aw, crap...these guys?"

"...You know them?"

"I saw them run into Makoto on the same day I came here," Ben whispered, "They said something racist to her, and...well, it didn't end well for either of them. Probably here to find her to beat her up."

"Hey, you!" Edge, the taller thug, shouted as he pointed at a waitress, "I got some questions to ask ya!"

"Y-Yes?" the waitress gulped.

"Have you seen this Beastkin?" Edge asked as the buffer thug pulled out a...really poorly drawn pic of Makoto, "She made fools of us, and we're gonna put that stupid Beastkin bitch in her place!"

"Yeah!" the buffer thug added, "We even got a few guys with us outside to help us gang up on her, even Johnny the Slinger!"

"Called it," Ben sighed under his breath.

"Seriously, lady! You better tell us where she is right now or else!" Edge ordered/snapped, "Bruno?"

"On it, Edge," the buff thug nodded, pulling out one of his chains before slamming it on a table, destroying it, which caused most of the people in the restaurant to freak out as they bent down to the floor.

"Well, guess this is as good a time to practice with these things as ever," Ben noted as he patted his new weapon, "If Makoto asks, tell her I went to go do something real quick."

"Right," Gwen nodded as Ben stood up.

"Grr...where is she…?" Edge muttered as he and Bruno looked around, "...She must in the buffet area...makes sense. All Beastkin think about is eating and sleeping."

"Heh...yeah. She my-" Bruno began before he spotted someone walking towards them, "...Uh, Edge? Someone's coming over here."

"Hm?" Edge turned his head to see what Bruno was seeing, "...Hey yeah…"

"Hey, kid! Get back to wherever you were sitting and stay there!" Bruno shouted, "We're on the hunt for a Beastkin that made us look like idiots!"

"Don't you mean the one that made you look like _bigger_ idiots than you are right now?" Ben asked.

"What?! Why you little…!" Bruno growled out before Edge stopped him.

"Look, you shit. We're very pissed off right now, and we need to find this bitch so we can get some payback," Edge stated, "So why don't you go back over to mommy and stay there?"

"Nah. I'm perfectly fine where I am," Ben replied, "But why don't you two just go back home to your moms and get chewed out for your idiocy?"

' _Huh. Thank you Word of the Day calendar I gave him last year,'_ Gwen thought.

"...Seriously, you're stepping on a _very_ thin line right now," Edge frowned dangerously, "Go back to your table now, or else I'll convince the other bounty hunters outside to join me and Bruno here to beat you up, you little shit."

"I'm a little shit? Buddy, the guy who reeks the most here are you and your pal there," Ben motioned to Bruno, "Though...I have to ask. All the times I've seen you two, I can't help but ask myself; 'Are they bumping uglies when no one's around because they can't get a girl to date them because of their attitudes? Or is it because their mugs are just that gross?'"

"...That's it. Outside. Now," Edge growled as he cracked his knuckles.

"You're gonna be in so much pain, no one will recognize ya," Bruno added as the two stepped outside.

"And you two are going to be in so much pain, that you can't bump uglies with each other for a good while," Ben gave one last quip.

"Grr!" Edge growled in anger and annoyance, "Just get your ass out here!"

"...Alright," Ben shrugged as he followed them outside.

"Okay, I'm back. Lucky for us, there...was…" Makoto began as she walked back into the room, seeing almost everyone on the ground shaking, "...What did I miss?"

* * *

Outside, Ben stood in front of a fairly large group of thugs and bounty hunters, 10, maybe 12 at best.

"You shouldn't have opened your mouth, kid," bruno grinned as he pulled out his chains, "Most of the guys here are pretty nasty, including Johnny the Slinger!"

"Mya...mya, I'm gonna sling ya…" a tall thug frowned as he swung around a sling.

"Ooh~ I'm so scared, "Ben quipped as he pulled out his Proto-tool.

"...What's with da toy ya got der, kid?" a fat thug asked, "Did yer mommy buy it for ya? Are ya gonna attack us wit' your little toy lightsaber? Are ya gonna pretend t-"

"Okay okay! We get it, Cuyler! You already ruined the bit!" Edge snapped.

"Nah. A friend of mine made it," Ben shrugged, "And I should warn you...When he makes something, he prefers a quality over quantity approach."

"...Know what? Fine. Bruno?"

"On it," Bruno nodded as he walked up to Ben, kneeling down a bit to hold his chin out, "Come on. Give me your best shot. Show us how 'tough' your little toy…"

Ben merely smirked as he changed his Proto-tool into its staff/hammer mode.

"...Is?"

"To quote an old song; Stop," Ben smirked before swinging upwards and slamming the hammer part of the weapon into Bruno's chin, knocking him away, "Hammer time."

"Oh my god! He got Bruno!" a thug with black hair freaked.

"You bastard!" a similar thug with orange-red hair growled as he and the first one pulled out a dagger and charged at him.

' _Okay, Rook. Time to see how tough your weapons are,'_ Ben thought, swinging his weapon a bit as he sidestepped the first thugs attempted stab at him. He then ducked under the second thug's stab before swinging his staff/hammer across their feet, knocking them over before knocking them both out via a slight hit on the head with the hammer part of his weapon, "Alright...who's next?"

"...Okay. This kid's a bit tougher than I thought," Edge muttered, "..Cuyler, Biff, get in there!"

"Heh heh...gotcha!" Cuyler grinned as he pulled out a mace-club while Biff, a slight buff bounty hunter, pulled out an axe, "Let's see yer little hammer deal wit' these weapons, boy!"

"Nah. Might as well make my point," Ben smirked as he shifted his Proto-Tool into its twin blade mode.

"Heh. So ya changed it to a pair of butter knifes. I'm so…" Cuyler began before Ben ran up to him, "What the…?!"

Before he and Biff could even get a chance to attack, Ben swung his blades and sliced through the axe and mace-club with ease.

"Gah! Mah mace! You little…!"

"Uh...Cuyler?" Biff spoke up, "Where's your shirt?"

"Huh?" the fat thug blinked as he looked at him, "...what'cha talking about? Where's yours!? ...Come t' think of it, I kinda feel a draft."

"Cor blimey! Yer both practically naked!" one of the remaining bounty hunters exclaimed in a near Australian accent.

"Huh?" Cuyler blinked as he and Biff looked down, seeing as they were in nothing but their undies now, "...Oh, son of a bitch!"

"Should've kept a close eye on me," Ben said with a sly grin as the two ran off.

"What the hell's with this kid?" Edge muttered before looking at the rest of the thugs and bounty hunters, "All of you, get in there and get him! That includes you too, Johnny!"

"...know what? Might as well get some target practice in," Ben shrugged, shifting his Proto-Tool into its dual gun mode.

"...What the hell kind of weapon is that?" Edge said as the other thugs and bounty hunters charged at Ben, surrounding him from all sides.

"Like I said; when my friend makes something; he enjoy quality, not quantity," Ben smirked as he readied himself with the guns.

As the thugs and bounty hunters charged at him, he side stepped each attempted hit on him, blasting their weapon out of their hand before one thug managed to knock Ben down to the floor. However, Ben quickly used the momentum to slide around the floor, shooting at the thugs as he spun before stopping. After a few seconds passed, Ben stood up and blew the smoke off the barrel of his gun, causing the thugs and bounty hunters to drop to the floor, rubbing their ankles to get the sudden stinging sensation out.

"Oh don't be a bunch of babies. I set them to stun. You'll feel where I shot you again in a few hours."

"Still that freaking hurt!" one thug snapped before paling a bit, seeing Ben shift his guns back into that staff/hammer, _'...He's gonna hit us with that, isn't he?'_

 ***CLANG! WHAM!***

"If you were thinking that I was gonna hit you with this; yes, yes I did," Ben smirked, standing in the middle of the unconcious thugs and hunters.

"I...b….wh...ARE YOU FUCKING KIDDING ME?!" Edge exclaimed, "Most of you guys are supposed to be bounty hunters, and you let some scrawny little shit beat you just like that?!"

"I'm not that scrawny," Ben frowned.

"Shut it you!"

"Hey. Not my fault. You were the one who called me out," Ben countered, "Oh, and FYI; this is the first time I've used my weapon, and I haven't even had practice with them yet."

"What?! You mean...you...I..."

"Taken out by a guy who's just a rookie with his new tool," Ben shook his head, "Really makes me wonder just how you guys are supposed to be able to handle even a jaywalker."

"...You...bastard…" Edge growled as he pulled out a pair of clawed brass knuckles, "I'm gonna cut you up, and then go and find that stupid half breed bitch and make her pay!"

Ben narrowed his eyes, "She's not a halfbreed. She's a Beastkin."

"Same damn thing!" Edge snapped as he charged at him, Ben switching his Proto-tool into it twin blade mode.

"No, there's a difference. Halfbreeds are a mix of two species, but a Beastkin is more than that," Ben informed, "They're all unique with their own abilities. A fox Beastkin might have the best night vision, making them great at being cops on the night shift to pursue criminals while a rabbit Beastkin could have some pretty strong hearing that can let them follow someone from probably miles away."

"Big fucking whoop!" Edge snapped as he tried to slash Ben, only for the young adult to block his claws with his blades, "Beastkin are nothing but second rate pieces of shit that should just stay where they belong, in some gutter or filthy cave where they belong! That's how people see them anyways!"

"No, that's where idiots like you belong," Ben replied, "All you are is nothing but a racist idiot who refuses to see the truth that Beastkin are just like humans, having their own feelings and dreams. It's people like you who make me wonder at times if humanity is even worth protecting."

"Just shut up and die, you brat!" Edge snapped as he got past his blades and prepared to stab him with his claws.

"Nope," Ben replied, "You forgot something."

"Wh…"

 ***BANG! BANG!***

"They turn into guns," Ben informed as Edge's stunned arms dropped to his sides as he stumbled back.

"Wh….when did you…" Edge grunted, trying to move his arms.

"Right when you tried to knock my weapons out of my hands," Ben stated, "Oh, and by the way…"

"Huh?" Edge looked up to see Ben shifting his Proto-tool back into its staff/hammer mode once more.

"I'm not a kid," Ben informed before pulling the hammer back, "FORE!"

"W-Wait!" Edge's eyes widened.

 ***CRUNCH***

"AHHHHHHHHHHHH!" Edge screamed, his voice high-pitched, before he collapsed, groaning in agony.

Ben took a long deep breath as he calmed down, putting his Proto-tool back in its standby mode as he put it back in its holster.

"Guess I need to practice on my backswing," Ben noted.

"Wow. What happened out here?" Ben turned to see Makoto looking out at the downed bounty hunters, "...No seriously, what happened out here? I left to go get…" she then quickly noticed Edge and Bruno, "...Oh you gotta be kidding me. These guys again?!"

"Long story short; they wanted to beat you up," Ben informed.

"Oh...well I would've handled them myself if that's the case, but…" Makoto paused as she motioned to her bandaged arm, "Plus, Tsubaki and Ms. Litchi would be really pissed if they found out I got into a fight or something when I'm not supposed to."

"Yeah," Ben nodded, "Which is why I handled it."

"Ahh...cool,"Makoto nodded, "So...what're you gonna do with these guys?"

"Well...Some of them had ropes and chains," Ben noted, "I can tie them up and leave them somewhere they won't both others."

"Good idea," Makoto nodded before she thought of something, a rather mischievous grin on her face, "Though...we don't have to leave them just tied up…got a marker on ya?"

* * *

"Ugh….what happened?" Edge groaned as he and the other thugs and bounty hunters woke up, unaware their faces had drawings on them, "...Why do I hear laughing?"

"Uh, Edge?"

"What, Bruno?"

"Where are our clothes? And why are we all tied up?"

"Huh?" Edge blinked at that as he looked down, seeing he was in nothing but his boxers, "...Oh son of a...that little…!"

"Uh...you might want to also look at your face."

"Huh? Why should I…?" Edge began before he looked down on the metal floor, seeing his face was drawn on, "...Oh that mother f-!"

* * *

"While normally, I'd be scolding you for that, I think it was deserved," Gwen noted as Ben and Makoto were laughing on their way back to the clinic.

"Heh heh….yeah," Makoto giggled, "Ahh...that was funny." She then looked over at Ben, "Hey, Ben?"

"Yeah?"

"Thanks for letting me come with you today," Makoto smiled at him, "Seriously, you have no idea how bored I was while I was cooped up in bed, so I needed a day like this kinda."

"Glad to help," Ben returned the smile.

"Yeah," Makoto nodded, "...Hey quick question. What're you gonna do after this?"

"Hmm?"

"Once me and my friends are healed up, you'll probably be on your way I'm guessing, hai?" Makoto asked.

"Well...I'm not really sure," Gwen noted, glancing at Ben.

"Most likely, we're going to find out just what the Imperator's planning on doing and probably stop it if it hurt anyone," Ben shrugged.

"Ahh...I see," Makoto noted, "...Well, if you plan on stopping the Imperator and the NOL itself, I can probably fit you guys in."

"Huh? Fit in what?" Ben asked as Makoto looked around a bit, her ears twitching a little before leaning in close to him and Gwen.

"Sector Seven," Makoto whispered, _'That is if Kokonoe doesn't have any problem with it. She's already got enough on her plate as is.'_

"You mean the place run by that cat girl who gave Ragna his new arm?" Ben asked.

"More or less, hai," Makoto nodded, "After we're all healed up, our next stop is Ikaruga."

"Ikaruga?" Gwen repeated.

"Hai," Makoto nodded once more, "It's a long ways to go, of course, but...well, from what Kokonoe told me the other day while Tsubaki was sleeping, there's someone we're supposed to meet there." _'I just hope it's not who I think it is…'_

"She didn't give you a name or anything?" Ben asked, raising a brow.

"Nope. Wanted to keep it hush hush," Makoto responded.

"Strangely, that sounds like something Grandpa Max would do to new cadets to teach them to handle situations with limited information or resources," Gwen admitted.

"Yeah…" Ben nodded a bit in agreement.

"...Ahem! Anyways, once me, Noel, and Tsubaki are all healed up, we'll be heading off to Ikaruga," Makoto stated, "So if you guys want to come, I don't see any problem with that." _'Kokonoe on the other hand…N...nevermind.'_

"Sounds like a good idea," Ben noted, "Gwen? Any objections?"

"Hmm…" Gwen pondered for a bit, "Well, you still have a few days left. I might be able to save up enough by then to get some basic supplies for the trip there." she looked at Ben, "But you're training more with your Proto-Tool until then."

"Got it," Ben nodded.

"...Proto-tool?" Makoto repeated.

"It's what I used to beat those guys up back there," Ben answered, "I just got it today. Though, apparently, I was supposed to get it a lot earlier, but a certain someone did not want to give it to me."

"It was a legitimate concern," Gwen argued.

"She always been an overprotective cousin?" Makoto asked.

"You have no idea," Ben deadpanned as the group was nearing Litchi's clinic.

"Ahh...Tsubaki was the same way kinda back at the Military Academy," Makoto stated, "Seriously, I can tell you stories, but I think I'll save those for another time."

Ben nodded as they reached the front door, the Omnitrix wielder opening it as they walked inside, "Hay. We're b-" he blinked a few times as he saw Kevin sitting in one of the chairs, a very annoyed look on his face as his hair looked like it was blown through a wind-tunnel, "..."

"Not. A. Word," Kevin glared.

"Mew….Tao sleepy…" Tao snoozed as she laid nearby.

' _...What the heck happened while we were gone?'_ Ben, Makoto, and Gwen thought.

* * *

 **Omake: Kevin and Taokaka go the wrong way**

"...Mmm…" Tao pondered for a bit, her tail swaying behind her as she tried to think, "...Maybe le…" she then smelled something coming of the right , "...ooh~Tao smells something delicious coming from the right, Nya! One of the Kaka kitties must be cooking something at the village nya!"

"Wait. Kids cook down there?" Kevin asked.

"Of course. Everyone in the Kaka Clan helps out anyway they can, nya!" Tao beamed before smelling that scent once more, the catgirl starting to drool a bit, "Mewow...that smells really tasty...we go right, Suck Guy!"

"Okay?" Kevin raised a brow as he followed the Kaka, unaware of a worn out sign that said 'Kaka Clan village: left. Koko Clan village: right'.

"Mmm...I wonder what it is, nya?" Tao drooled as she walked ahead, "Fish, pork...or better yet, Meat buns!"

"You mean dumplings."

"No, Suck Guy. They're called meat buns, not 'Dumblings'," Tao giggled, "Silly, Suck Guy."

"Right. My mistake," Kevin deadpanned.

"Heh...whatever is making that smell is making Tao drool a lot…" Tao said as they were nearing the source of the smell. However, Tao came to a stop when she smelled something else, "...Wait...This smell….grr...Koko… Tao smells Koko wolf, meow."

"Koko...wolf?" Kevin raised a brow at that

"Enemies of the Kaka," Tao hissed, "They steal Kaka Clan's foods, and take whatever food they find first, nya!"

' _...Why do I get a feeling there's gonna be a fight or something?'_ Kevin thought before he spotted something up ahead, "...I think I see a fire up ahead."

"Eh? Fire?"

"Yeah. And…" Kevin paused as he narrowed his eyes a bit to get a better look "...It looks like something big is being cooked on there...wait. Is that a giant steak or s-"

Before Kevin could even finish, Tao was gone within an instant, a dust cloud shaped like her standing there for a few seconds as the cat girl ran ahead. Kevin blinked twice at where she had been before facepalming.

"Ugh...I swear she's gonna be the death of me," Kevin groaned as he ran after her. When he finally caught up to her, he saw the catgirl munching on...well, as he guessed, a giant steak, _'That...That is the biggest steak I have ever seen.'_

Tao didn't even notice him as she was busy chewing on a big chunk of the steak she managed to pull out, her tail wagging happily behind her.

"...Hey Tao. Y-" Kevin began before his stomach growled, "..."

"Nom! Nom! Nom!" Tao continued to eat.

"..." Kevin slowly looked up and stared at the steak a bit, his own mouth drooling a bit at how tasty and well done it looked, "...Fuck it. Didn't eat yet today anyways, so too hungry to care right now."

"Mine!" Tao hissed.

"Relax. I was gonna cut off a piece for myself," Kevin stated as he walked up to the steak, only for Tao to step in front of him and hissed, "...Seriously? You won't even let me get a slice?"

"Steak is Tao's!" Tao hissed, "She found it first!"

"Come on, Tao. I'm freaking hungry here!" Kevin argued.

"HISSSS!"

"Why you...!"

"Awo? Who do we have here?" a voice spoke up from behind Kevin, "A human and a Kaka that lost her way?"

"Aw crud," Kevin muttered, "Should've thought that someone was here if the steak was cooking."

"Yes...yes you should've, woo," the voice responded as Kevin turned to see a well-endowed wolf Beastkin wearing a baggy, black open winter jacket with a white faux fur trimming and nothing but a well-fitting black bikini with a bone tattoo on her left breast, "Hi there. Enjoying my lunch are we, awo?"

"Tao found it first!"

"No, _I_ found it first, awo," the wolf growled at the cat.

"Grr…." Tao growled as she glared at the wolf.

"What's wrong? You stupid cats don't have enough food at your village, woo?" the wolf growled back.

"No! Tao found food for village, unlike you, Koko wolf thief!"

"I caught food fair and square! You're the thief here, awo!" the wolf barked.

' _Holy cow...Seriously, what do they put in the water here to get bods like that?'_ Kevin pondered.

"...Heh. But I shouldn't be surprised by a filthy coward Kaka kitty," the wolf smirked, "I mean, you hide your faces underneath those hoods. What's wrong? Too ugly, so you hide your disgusting bodies from everyone, awo?"

"...If you're trying to get Tao to expose herself, nice try, nya!" Tao snapped, "Tao isn't gonna show Suck Guy her real face!"

"Suck Guy….Ooh. That name isn't suggestive at all, awo," the wolf countered, her smirk growing a bit.

' _Dammit, Tao!'_ Kevin's eye twitched before clearing his throat, "It's Kevin."

"Shinakoko. A pleasure," the wolf responded before looking back at Tao, "Now...why don't you go be a good Kaka kitty and chase after a mouse or something?"

"Rawr….." Tao growled in a cat like manner as she glared at her, her tail poofing up.

' _And...this might be my cue to back out of this…'_ Kevin thought as he slowly began to back away.

"Now where are you going?" Shina asked, pulling Kevin over to her, "Hmm…Good muscles in the arms…" she patted his chest, "Oh? A good build. Rugged looks…" she grinned, "You'd make some great pups for the Koko clan."

"Beg pardon?" Kevin blinked.

"Tell you what, Kaka kitty…" Shina began as she looked over at Tao, "You can keep the steak. But in exchange…" she then pointed at Kevin, "I. Get. Him~"

"What?!" Kevin gawked.

"It's not everyday I'd find the perfect mate," Shina said as she looked at him.

"...Look, lady. I hate to break this to ya, but I got a girlfriend," Kevin stated.

"Fine by me. The more the merrier." Shina smirked a bit sensually at that.

' _...wow…'_

"Hey! Suck Guy isn't yours! Suck Guy's Tao's!" Tao argued, jumping on Kevin's back.

"Oh? Are you his mate then?"

"No! Suck Guy's Nice Lady's mate and Tao's friend, meow!" Tao argued.

"And yet you're blushing," Shinakoko countered.

' _What the actual fuck is going on right now?'_ Kevin questioned.

"Grr….let go!" Tao snapped,moving to Kevin's arm as she tried to pull him away from Shinakoko.

"Mmm...no. You let go," Shina countered, grabbing Kevin's other arm.

"No! Stupid Koko wolf let go!"

"No. But if you really want him back…" Shina began with a smirk, "Take your hood off."

"?!" Tao tensed up at that, "N….Nyo! Tao needs to follow Kaka Clan traditions, nya!"

' _On one side, I have a cat with the IQ of fish. On the other, a wolf in heat,'_ Kevin thought, _'...I should've gone with Ben and convinced Gwen to come with her instead.'_

"Come on...if you want your 'Suck Guy' so much, then take your hood off," Shinakoko urged Tao.

"Nyo! If Tao does that and he sees my face, then she becomes suck guy's mate, Nya!" Tao argued.

' _Oh god…'_ Kevin groaned, _'What next? If I beat a Koko, they give me a kiss of marriage or some shit?'_

"Let go, nya!"

"No. You let go, awo!"

' _Okay, now I'm getting annoyed,'_ Kevin's eye twitched as he managed to get a shoe off with his foot, exposing his sock with the toe exposed through a hole in it.

He kept the foot in contact with a metal pipe on the floor and covered himself in it.

"Alright, you two…" Kevin began.

"Awo/nya?" Shina and Tao blinked before Kevin grabbed both of their heads.

"Get...off!" Kevin snapped as he pushed the two off him, Shina bonking her head on the ground. Though..since his hand was still around Tao when he pushed her back, a loud 'rip' was heard in the area, _'Oh, you've got to be kidding me!'_

"Hey! That wasn't nyice, S-" Tao began before blinking, touching her head a bit before her eyes widened, "...Ahh! Tao's hood is gone, nya!"

' _Don't look. Don't look. Don't look,'_ Kevin chanted mentally, trying to not look at her while the metal he covered himself in went away.

"Suck Guy, how could you!? You tore Tao's hood off!" Tao snapped as she tried to look at him, but Kevin kept turning away so he couldn't look at her face, "Hey! Look at Tao when she's talking to you, nya! And give her back of what's left of her hood, nya!"

' _Don't look. Don't look. Don't l-'_

 ***CRUNCH!***

"OW!" Kevin turned to Tao, "D-Did you just bite my leg?!"

"Only because you kept ignoring Tao and not giving her hood back, Meow!" Tao argued, her teeth buried in Kevin's left leg.

"You little….!" Kevin growled out as he grabbed her head and pulled her off, leaving teeth marks in his pants as he glared at her, "Listen! I was trying to avoid looking at you so I don't end up...follow…" he slowed down when he realized his mistake now, _'...oh son of a bitch!'_

"Mmm...That hurt…" Shina groaned as she stood up, rubbing the back of her head as she looked over at Kevin and Tao, the wolf girl getting a good look at the cat girl's now exposed face,, "...Huh. So that's what you look like without your hood, awo." she then looked at Kevin, "And you knocked me out, awo. ...Dibs."

"Nya?!"

"I call dibs on my clan's tradition of battle marriage, awo," Shina informed, Kevin facefaulting at hearing that.

"Nyo way! Since Suck Guy saw Tao's face, Tao has a right to protect mate, nya!" Tao growled at her, "Also this is your fault nya!"

"How is it my fault, awo?"

"If you hadn't made that tasty food, Tao wouldn't have exposed her real face to Kyevin!"

' _Oh now she get's my name right!'_ Kevin mentally exclaimed.

"You have your clan's traditions, I have mine. So out of the way, Kaka kitty, he's mine~" Shina growled as she got on all fours, her wolf tail wagging a bit behind her.

"I'll turn nyou into mulch!" Tao hissed, going on all four with her back arched and her tail poofing out.

' _Just back away, Kevin...Maybe they'll both have ADHD and forget about this…And Gwen won't murder me for getting engaged to two girls…'_ Kevin thought, slowly backing away.

"Grr…." Shina and Tao snarled before they tackled each other, resulting in a fight cloud as the sound of cats yowling and dogs and wolves barking filled the air, the two a bit unaware of Kevin backing out of there.

* * *

"I'm back...Sorry Doc, I…" Kevin began as he walked in, only to see Gwen standing in the middle of the room, "...Uh….hey Gwen. Where's…?"

"Busy at the moment with a patient," Gwen responded, "...What happened to you? You look like you got into a cat and dog fight."

' _More like a 'Cat and Wolf fight,''_ Kevin thought, "We went the wrong way and I lost Tao."

"Oh...I see," Gwen noted, "Any ideas on where she went?"

"I dunno. She ran off so fast, I…"

"Where is Kyevin/my mate?!" the voice of two certain animal girls shouted outside.

' _FUCK! FUCK! FUCK! FUCK-FUCK-FUCK-FUCK-FUCK! Fuckie, Fuckie, Fuckie me!'_

"...Kevin…" Gwen began, a frown on her face as she gave him an even stare, "What. Happened. Down. There?"

"I may or may not have most likely...probably…" Kevin trailed off as he saw Gwen's eyes glowing magenta, "...I knocked out a wolf Beastkin who's part of a tribe with a rivalry with the Kaka clan and I saw Tao's face behind that hood of hers and ended up in a marriage contract with both."

"..."

"...Gwen, seriously, it was a mistake…" Kevin tried to argue as he backed away from her slowly, "A good for honest m-"

Before he could even finish, two blurs ran in through the door and tackled him from behind.

"Kyevin/my mate!"

' _...Seriously, did I piss off God today or something to get this?!'_ Kevin mentally exclaimed as Tao and Shina sat on his back.

"Grr…."

"?!" Kevin tensed as he slowly looked up, seeing Gwen glare dangerously at him.

"Kevin...Ethan….Levin…"

"...There's no way I'm getting out of this alive, am I?" Kevin gulped.

"No…" Gwen frowned, holding her hand up as it flared with Mana.

"Oh...I just recalled something…" Shina spoke up, "If a Koko girl finds her mate, than that mate can have...what is the word...oh yes. A harem, awo."

' _...I will now perform my rendition of 'Fuck,''_ Kevin thought, his face going white as he got out from underneath Shina and Tao and ran off in a blur, "FUCK!"

"Kevin Ethan Levin, get back here!" Gwen snapped as she ran after him, the redhead filled with rage as she changed into her Anodyte form and flew after him.

"Nya! Wait, Nice Lady! Don't hurt your and Tao's mate, Nya!" Tao shouted as she ran after them.

"Don't you mean _our_ mate, awo?" Shina corrected as she ran after them as well.

"SAVE ME, BEN!" Kevin's plea went off.

 **END**

* * *

 _SZ:...wow._

 _GT: *falls over laughing, kicking feet in the air*_

 _Deadpool: ...I am so jealous of him right now, and can't help but laugh at him...so I'll do this.*laughs loudly at what happened to Kevin, holding his gut*_

 _Kevin: *off-screen* FUCK YOU, DEADPOOL!_

 _GT: *shoots Deadpool's head off and ships it to Siberia while the body was sent to Antarctica*_

 _SZ: Thanks. Still...wow. Aside from the Omake, quite a few things happened this chapter, more importantly Ben's new Proto-tool._

 _GT: Aye. And now he's got a way to fight without the Omnitrix in case it times out in a fight._

 _SZ: Eeyup. It took a while to think of what weapon to have Ben to use honestly, and what better weapon than a Proto-tool more or less? And as for the forms his weapon had….well, I was playing Tales of Xillia 2, and Ludger, the main character in that game could switch between those three weapons. When I saw that, I thought '...huh. I can see Ben doing something like that', but wasn't sure how. But when GT suggested the Proto-Tool...well...it was a good idea._

 _GT: *nods* ...Huh? Oh, I thought that was just something you found online. Didn't know those images of the guy and his weapons you sent were from a game._

 _SZ: They were, and it's a pretty good game too. Most of the areas you end up going to for missions and such involve alternate worlds/timelines._

 _GT: Noted._

 _SZ: Right...ahem. Anyways, I think that's it for another filler chapter. Tune in next time for another chapter of Omniverse Shift. Before we end this, anything you'd like to say GT?_

 _GT: Just that I hope you get lots of reviews for this, SZ._

 _SZ: I hope so, too. Anyways...until next time, I'm Seanzilla115, he's GammaTron._

 _GT: And we wish you a good day._


	14. Rebel 13

_SZ: Hey, minna. I'm...in a pretty good mood. Reason...well, if you've read the Blazblue Remix Manga, I got good news for ya...Mai Natsume is gonna be playable in Central Fiction. Bad news though...seems she's gonna be DLC...possibly free if what I read on the site is right._

 _GammaTron: How's that bad news?_

 _SZ: It might be just for the japanese version of the game, meaning we might have to pay full price for Mai when Central Fiction comes out in America this year. I hope that's not the case._

 _GT: Oh._

 _SZ: Yeah...but regardless, pretty happy that Mai is gonna be playable in Central Fiction. And from what I've read on why she's on the game...she's after Relius._

 _GT: ...Another one?_

 _SZ: Yup. Question is...why? Did something happen between them in the sequel to Remix Heart, Variable Heart? Guess we'll have to find out once Central Fiction comes out._

 _GT: Aye._

 _SZ: Hai. Anyways, let's move onto the story. You guys already know who we own and don't own, and who Benfire, who once again will RARELY appear in this for those who don't like that form, belongs to the Ben 10 fan community._

 _GT: *nods*_

* * *

Two days passed since Ben got his new weapon, and he had been busy practicing to use each of its forms, using some dummies he had Kevin set up for him. To make sure they wouldn't attract any attention to the NOL or any bounty hunters after them, Ben was currently using an old abandoned dojo that was a few blocks away from Litchi's clinic.

"It's really lucky that this place folded a few days before we showed up," Kevin noted.

"Indeed," Gwen nodded as the two watched Ben practice on some dummies, his Omnitool in its twin blade mode as he delivered a series of fast slashes on them, "And he's getting better at using that mode…"

"Yipe!" Ben yelped as his grip slipped on one, causing it to be embedded between the two.

"...Probably better," Kevin corrected as the two slowly looked at the blade between them, the guard the only thing visible from where it was in the wall.

"S...sorry about that…" Ben panted as he walked up to them, wiping some sweat from his forehead as he grabbed the blade that was embedded in the wall, "Kinda got too into the moment…"

"...Why don't you take a break? You've been practicing for almost two hours now," Gwen suggested.

"I can...still keep...going…"

"Last time you said that, you broke the support column when the hammer slipped," Kevin pointed to a wooden beam covered in a band made of different fused metals and woods.

"...good point…" Ben admitted as he plopped down onto the floor, "Okay...quick break, then back to practice...I need to learn to use my Omnitool's Gun mode more…"

"Agreed," Kevin grumbled.

"...I said I was sorry," Ben tried not to look at Kevin.

"And does it look like I'm going to forget in any short time?" Kevin narrowed his eyes at him.

"..."

"...Nevermind. I'm gonna go out for some fresh air," Kevin stated as he began to leave.

"Do I even want to know what happened what Ben did with the Gun Mode?" Gwen asked.

"No," both replied, the older male's eye twitching.

"...Okay…"

* * *

Kevin sighed as he stepped out of the dojo, leaning against the wall as he looked up at the sky, "This bites. I used up the last of the marbles Gwen made for me to fix that beam. Damn it, Ben..."

At that moment, he recalled how focused Ben was for his training these past two days, doing his best to fully master his weapon and each of his modes. He then looked at himself for a moment, clenching his fist as he recalled past battles he was in. He was able to handle tougher enemies like Vilgax and Psyphon, but what happened at the battle with Relius….he could barely lay a hit on the masked man. Only time he was able to land a blow was when Carl and Gwen distracted that 'puppet' of his, and it seemed to only phaze him a bit.

Kevin scowled, _'Some big shot I am. I've fought in wars, fought intergalactic threats, but I get my ass handed to me by a puppeteer.'_

A wind picked up and Kevin's sight was lost. He quickly grabbed what was on his face and pulled it off, revealing an ad. It depicted a man starting to enter his twilight years, wearing a pink towel over his shoulders.

"Free boxing lessons?" Kevin pondered, "'If you impress me enough, I will give you free boxing lessons. Just come to…'" Kevin mumbled before tapping his chin, "Boxing…" he looked at his free hand and put it on the floor, letting the fist be covered in the material, "Maybe…"

"Everything okay, Kevin?" Gwen asked as she poked her head out.

"Huh? Oh, yeah," Kevin responded as he pocketed the ad, "...Hey listen, I'm gonna be out for a bit today. You and Ben gonna be alright?"

"Um, yeah, sure," Gwen replied before a crash happened.

"I didn't do it!" Ben denied inside.

"...You sure?" Kevin asked, a smug smile on his face.

""Just do what you need to do, Kevin. I'll handle it here," Gwen assured.

"...okay then," Kevin shrugged as he walked off, "See ya later then."

"L-" Gwen began before another crash was heard, "..."

"Again, not me!"

"...Ugh…" Gwen sighed, "I'm gonna go check on Makoto real quick. Today her cast is supposed to come off. Don't do anything until I get back, Ben."

"Ye-" Ben began before another crash was heard, "...permission to fix this place up a bit?"

Gwen shook her head, "Granted."

* * *

"Okay...it should be around here somewhere…" Kevin muttered as he looked around for the place the ad said to go to, "Just wish this thing was more specific on the location."

As he passed an alleyway, he stopped when he spotted a door at the end of it, a neon sign faintly going in and out. Kevin looked at the picture in the add and barely made out the neon sign outside the window in the background. Looking up, there was a window by the sign. He walked up to the door and knocked on it.

"...who is it?" a voice asked from behind the door.

"I'm here about the boxing ad," Kevin replied.

"...Wait there."

The sounds of lock being undone followed for a few moments. The door opened and a figure was on the other side. Just like in the ad, the man was entering his elder years, the short raven hair turning grey. His skin was still a rich tan and quite toned, but was showing signs of age coming on. He wore a pair of sweatpants and a black shirt with the pink towel over his shoulders. ...and Kevin wisely did not note that the guy was shorter than him by a good foot and a quarter. He looked at Kevin for a few moments.

"Okay. Come on in," the man ordered as he went into the place.

"...Alright," Kevin nodded as he walked into the building.

Kevin entered and looked around. It looked like an old time boxing gym. A wall sported mirrors with training equipment set up all about. A nearby set of stairs led up to an inside balcony with no barrister to keep anyone from falling while in the center of the gym was an old boxing ring.

"Here," the man spoke up, tossing Kevin a pair of pure black boxing gloves, "Contrary to popular belief, boxers use more than one kind of glove." he threw in protective headgear as well, "Used to protect boxers from soft tissue damage, bruises, cuts, whatever, during sparring and in amateur boxing."

"Tha…"

"Don't be thanking me yet, kid. That headgear won't protect you from the effects of hard punches like stunning, knockdowns, and the KO," the man informed before pulling out a pair of padded targets that he could slip onto his hands, "These are focus mitts. They're meant for you to strike. Give me your best punch into one of these."

"Uh…"

"I mean it, kid. Boxing is a serious thing. You want to learn, then you gotta show you can give it your all," the man informed.

"...Fine," Kevin shrugged as he slipped the gloves and headgear on, "You asked for it."

Once he had everything secured, Kevin narrowed his eyes. He reeled his fist back and let it fly at the man. The fist impacted with the focus mitt and the man barely moved.

"...Not bad," the man noted, "Reminds me of this guy I used to box against. Heavyweight champion 'till I showed him."

"You were a heavyweight?" Kevin asked.

"I participated in all the weight matches," the man replied, motioning to a wall, sporting a series of championship belts, "I hope you understand that once we start, I'm not letting you go without finishing the key parts of boxing ingrained into that skull of yours, kid."

"...Fine by me," Kevin replied, giving him a sorta cocky grin.

"All right," the man chuckled before tossing him a pink tracksuit.

"...Really?"

"Heh. Trust me, a little humility goes a long way in boxing," the man chuckled as he pulled out a green bicycle, "Let's see you keep up with me while you jog."

"..."

"What's wrong? Not chicken are ya?"

"...No," Kevin frowned a bit.

"Then get in the suit, and let's start our training."

"Fine," Kevin stated as he began to put the tracksuit on, _'Just hope nobody sees me wearing this damn thing.'_

* * *

Back over at the dojo, Ben had just finished fixing the place up a bit, making sure everything was nice and sturdy.

"Okay...that should do it," Ben whispered as he finished setting up the dummies, the young adult backing up as he switched his Omnitool into its Gun mode, "Now t-"

"H-hello?"

"Hmm?" Ben raised a brow as he looked over his shoulder, seeing Noel standing at the entrance of the dojo, the shy blonde wearing her NOL uniform, "Noel?"

"O-Oh. There you are, Ben-san," Noel looked at him, "Ano...what're you doing?"

"Training," Ben replied, "What're you doing here?"

"I...I heard what happened a few days ago with Kevin-san…" Noel admitted, causing Ben to cringe, "I-I didn't think he could scream th-that loud."

"...I keep telling him it was an accident, but he won't let it go," Ben slumped as he looked at his Omnitool, "I mean, I'm still trying to master using this thing and all. I can handle the other two modes just fine, but the Gun Mode is proving to be a bit difficult."

"R-Really?" Noel asked in surprise.

"Yeah," Ben nodded, "When I try targeting things, I miss about half the time and...well…" he motioned to a metal wall that had various burn marks, dents, frozen spots, and cuts on them, "Turns out the guns have more than just a stun and regular 'bullets'."

"...May I see it?" Noel asked.

"Hmm?"

"Y-your weapon I mean."

"Um...Sure, I guess," Ben replied.

"W-Wait! Don't toss them!" Noel freaked, running over and stopping Ben from tossing them to her, "You never throw a gun outside of a fight. E-Even with safety on, they might d-d-discharge on impact."

"...Good point," Ben said, realizing his mistake before handing his guns to her, "Here."

"Th-Thank you," Noel thanked as she began to look them over, "Hmm…"

"Well?"

"Th-they look fine. In fact, if used right, you can use them in both far and close range combat," Noel stated, pondering for a bit, "...Have you heard of Gunkata?"

"Gun...what now?"

"It's a fighting style where you use your guns as both...well...guns and close quarters weapons," Noel explained, "I...it's the fighting style I use when I'm in battle."

"Oh. That's kinda cool."

"...A-arigatou," Noel blushed a bit before she quickly shook it off, "I-it's a bit hard to master really, but once you get a hold of it, the rest is easy."

"I see," Ben noted as Noel handed him the guns back, "?"

"M-maybe a demonstration is better…" Noel said as she summoned Bolverk, "Fight me."

"Come again?" Ben blinked at that.

"It's fine, Ben-san. The best kind of demonstration is a practical demonstration," Noel replied, getting into a fighting stance, "Get ready."

"...Fine. Lu..."

"Just two things though," Noel spoke up, "One; you can't transform into any of your alien forms. And two; you can only use the gun mode of your weapon."

"...understandable," Ben nodded.

"Good. Now…" Noel began as she prepared herself, "Get ready."

* * *

Back over with Kevin, the young adult panted as he jogged after the older man on a bike.

"Come on! You've got this, kid! Feel those muscles burn!" the man encouraged.

"Oh, I'm feeling them burn alright!" Kevin shouted as he jogged after him, _'For an old guy, he sure does bike fast.'_

"Don't forget to keep an eye on your surroundings!" the man informed, "Can."

"What?" Kevin blinked twice before stepping on a can and falling over onto his back, "Gah!"

"Told ya," the man chuckled.

"Gah...son of a bitch…" Kevin groaned as he got up, rubbing his currently sore back, "What's the purpose of this anyway?"

"Footwork."

"Huh?"

"One of the most important things about boxing is footwork," the man explained, "You gotta keep light on your feet, be quick and nimble to dodge those strikes. Everyday you're training under me, you're going to be doing five laps around the entire city's perimeter so we can get that footwork nice and easy while also boosting your stamina."

"F...five laps?!"

"Would you rather I add weights to your feet? I'd say you could probably handle twenty kilos on each leg if we wanted to do just five laps all day."

"...nevermind. Five laps it is," Kevin sighed as he stood up.

"Alright. Let's get going. We're just reaching the quarter way mark," the man replied before biking off.

"Son of a bitch…" Kevin sighed before jogging after the man, _'It's for getting stronger and being able to be able to protect Gwen, Kevin. Remember that…'_

* * *

Back over at Litchi's clinic, Makoto groaned while still in bed.

"Ugh...How much longer do I have to wear these?" Makoto complained.

"Relax Makoto," Tsubaki spoke up as she was reading a book, "The casts are supposed to come off today. But...that doesn't mean you can go around and start fighting. You still have less than a week or so left before Ms. Litchi will allow you to leave."

"I know, I know. Muscle atrophy and all that crud," Makoto waved her off, "I just really want these cast off. Plus, my arm is getting itchy underneath this thing."

"No, Makoto," Tsubaki frowned, "Don't even think about scratching."

"But it's itchy~"

"No."

"Mmm~" Makoto pouted as she leaned back on her bed, "...Where's Litchi or her assistant Linhua? I really want these things off now."

"They're most likely busy with another patient," Tsubaki responded, "Also Makoto, you need to learn to be patient."

"Knock-knock," Gwen joked as she opened the door, "Ready to get those casts off?"

"Yes please!" Makoto exclaimed.

"Shh!" Tsubaki hushed her.

"...Sorry," Makoto apologized, "But yes, Gwen-chan...I'm ready to get these casts off."

"Okay," Gwen nodded before going over to Tsubaki, "You first, Tsubaki. That way, I can have backup in case she tries to start scratching."

"Nuts," Makoto slumped.

"Of course," Tsubaki nodded as she closed her book and put it down.

"So where are Ben and Kevin at?" Makoto asked as Gwen began to remove the casts on Tsubaki.

"Ben's still training while Kevin...well, I'm not sure what he's doing," Gwen responded.

* * *

"Hng! What the hell is in this thing?!" Kevin shouted as he tried to lift up a large sandbag.

"The Heavy Bag, both with a capital letter," the man chuckled before picking it up and putting it on a thick rope, "We're going to be using this to teach you where exactly to hit an opponent and practice your combos."

"...fine, but question...what the hell is in that thing? Because I highly doubt that's sand in there."

"I prefer to call him Mr. Sandbag. As for what's inside of him? Titanium shavings that are the exact size of a grain of sand," the man patted the bag.

"Uh-huh...And the two dots?"

"Those are his eyes. Frankly, I gave us thinking about all the stuff with this bag. It's been in the business for years and is surprisingly durable," the man patted it, "Once, some punks thought it'd be fun to throw it of the side of the mountain. Took a few weeks, one of which was a perpetual storm, but when he got brought back up by the retrieval team, perfectly intact as if nothing happened to it."

"...That doesn't seem physically possible," Kevin noted.

"Welcome to boxing, kid. Boxers these days are always about trying the impossible. I remember this one guy from a mountain range in Russia that healed up fast by drinking..."

"Vodka?"

"No, soda."

"...bullshit."

"I'm not shitting with you, kid. The guy drank a bottle of soda and he was good to go for another round," the man shook his head, "And don't get me started on the ape who used barrels for boxing gloves. Had splinters in me for weeks and swore that one of them was trying to grow into a new tree."

' _...What the hell have I gotten myself into?'_ Kevin thought as the man started to go over the basic stances for boxing.

* * *

"Okay...better?" Gwen asked as she finished taking off Tsubaki's casts.

"Yes. Thank you, Gwendolyn," Tsubaki thanked.

"No problem," Gwen nodded as she looked over at Makoto, "Okay...you're next, Makoto."

"Finally. I've got this itch and…"

"No scratching," the two redheads deadpanned.

"Mou~" Makoto groaned.

"You might still have some stitches under there and you need to let them heal," Gwen advised.

"Oh come, what can you do? Put a cone on me?" Makoto joked.

"..."

"..."

"..."

"...Oh my god...You two are seriously thinking of doing that, aren't you?!" Makoto paled.

"No, but if you attempt to scratch...maybe," Gwen stated as she began to take Makoto's casts off.

"Ulp. Well...it'll probably on the neck, so not really a…"

"They'd most likely be put where your arms turn become the upper torso," Tsubaki noted, "And two more on the elbows for good measure."

"Nani?!"

Tsubaki giggled, "I'm just kidding, Makoto."

"Mmm...you're acting so evil right now," Makoto pouted as she narrowed her eyes at Tsubaki

"You're enjoying this, aren't you?" Gwen asked.

"More than you can imagine," Tsubaki replied.

"...You're still miffed about what happened at the academy that one day...aren't you?" Makoto asked.

"More than you can imagine," Tsubaki replied.

"Do I even…?"

"No," both replied.

' _That's the second time that's happened today…'_ Gwen sweatdropped.

* * *

Back over at the dojo, Ben panted as he was flat on his back. Noel was currently standing over him, the barrels of her guns inches from his face.

"Now do you see how effective it is in combat?" Noel asked.

"Y-Yeah…" Ben agreed, a bit afraid of nodding.

"Good," Noel nodded as she pulled her guns away from him and letting them vanish, "S...Sorry I had to get a bit rough with you there."

"I...It's fine…" Ben grunted as he sat up, rubbing parts of his body where she hit, _'Those are going to bruise…'_

"...D-daijoubu?" Noel asked, offering her hand to help him up.

"Yeah…" Ben nodded, taking her hand as she stood up, wincing a bit, "Though I think I'm done training for today."

"O-Oh…"

"Still...That was pretty cool," Ben added quickly, "Maybe you could help me learn how to do that?"

"Eh?" Noel blinked at that, "Y-you...want me to train you?"

"In that fighting style, yeah," Ben replied.

"...Ano…" Noel began a bit nervously, a small blush on her face as she scratched her cheek, "I...I don't know. I...never really trained anyone before..."

"I'm sure you'll be a good instructor," Ben assured.

"...Eto…" Noel pondered for a moment, thinking it over in her head, "...W-well...O-okay. But you'll have to listen to follow my instructions, Ben-san."

"Sure thing," Ben grinned.

"G-good."

* * *

"One hundred and one! One hundred and two! Keep it up, kid!" the man counted as he held Kevin's legs down while he performed reps over the side of the balcony.

' _This kinda feels like Plumber Academy training, but more Spartan,'_ Kevin noted before, later, he looked at a round bag that was connected to the floor and ceiling by two thin elastic ropes, "And this is…?"

"Double End Bag. It's also called the floor-ceiling bag, crazy bad, and the reflex bag," the man informed, "Because of how it's set up, it'll give you a good workout with target practice and timing."

"Timing?"

"You think you just swing willy-nilly when it comes to boxing, kid? Hell no! In the ring, you've got to hit the opponent with each blow you send," the man instructed as he slid on a pair of green gloves, "Watch and learn."

With that, Kevin backed away from the bag. The man inhaled and exhaled slowly before assuming an opening stance. With that...he _moved_. Kevin's eyes widened as he saw the man was more like a blur...a roaring tornado, even. The Double End Bag bounced about, yet each time the 'tornado' lashed out, it struck. After a few more moments of it, the bag was caught by the man, a frown on his face.

"Damn. Missed about three blows…" he shook his head.

"Dude...That was awesome," Kevin awed before he caught the thrown boxing gloves, "Huh...These feel thinner than the ones before."

"They're meant to deal with speed, kid," the man informed, "They're the lightest gloves yet for training, but offer a whole lot more protection than hand wraps alone."

"Ahh...still dude, that was….holy shit! That was awesome."

"Heh...got that a lot when this place used to be popular," the man chuckled, "In fact, you're the only person to come here these past few years."

"Really?"

"Yeah. I guess the sport's starting to die out," the man sighed, "This place used to be full of people that wanted to be like the champ, wanting to prove to be the best of the best."

"...What happened?"

"...That damn Ikaruga Civil War happened," the man frowned a bit, "The day that started, the NOL have been recruiting people up to 13-16 years old and such, sending them to that academy of theirs to train them for war." He then looked over at an old wall, showing what looked like a plaque with various names on it, "A few of the people who trained here didn't like the idea of sending people that young off to war and...well, since they went against the NOL and, by extent, that Imperator of theirs...they faced execution."

"Damn…" Kevin cringed.

"That's the way the NOL works…" the man sighed, "Go against them or the Imperator, no matter how old you are...you're as good as dead."

' _...fuck,'_ Kevin thought after hearing that, _'And here I am, about to do that very same thing…'_

"But, I don't think that will stop you," Kevin looked at the man, "I can see it in your eyes; the injustice of it all on what the Imperator and her NOL are doing." he held up a hand, stopping Kevin as he opened his mouth, "No, no. Don't speak, just listen. I'm getting on in years, got maybe a decade left of my life, probably less from all the fights I've endured. And right now, you remind me of myself when I became a boxer. You're determined, stoic even." he put a hand on Kevin's shoulder, "The days of the NOL are numbered, aren't they?"

"Yeah. Aside from the Imperator, a lot of people were beaten down in this place."

"Probably to Ikaruga," the man noted, "It's the closest city near here." he narrowed his eyes, "Remember this, kid: Always fight for what's right. Use all your might and push towards the light. Because while they'll try to beat you down, I know you'll never let them stop you."

"And why's that?" Kevin asked.

"Because by the time we're done with your training, you'll be the best around," the man smirked.

"...Well, in that case…" Kevin began as he put the gloves on, "Let's get back to training...coach."

"Heh. Okay then, kid. Let's get back to work. Double End Bag training. I want to see what you've got, kid. On second thought, I _don't_ want to see what you've got because if I see it, you opponent's gonna see it and dodge it for a counterattack," Coach ordered.

"Ahh...Gotcha, coach."

* * *

"Remember, Makoto, don't overdo it since you may have atrophy in your muscles," Gwen advised as Makoto sighed in relief once the last of the casts were taken off.

"I'm just relieved to finally have these off," Makoto said as she moved her arm a bit.

"Likewise, Makoto, I-don't you dare," Tsubaki narrowed her eyes as Makoto froze in her attempt to discreetly scratch a spot where one of the casts had been on.

"...Shoot," Makoto muttered as she moved her hand back down

"Do we have to go through with the cone threat?" Gwen asked, an amused look in her eyes.

"No, no! I'm good! I'm good!" Makoto yelped, raising her hands up defensively..

"Good," Gwen nodded.

"H-hello?" Noel's voice called out from the other room, "W-we're back, minna."

"We're finally out of them, Noel!" Makoto cheered.

"E-eh?" Noel blinked at that as she walked into the room, "..Ooh! You're both out of your cast."

"Eeyup," Makoto nodded before slumping a bit, "Downside is...I can't scratch."

"If she does, we're going put cones on her arms," Tsubaki winked.

"Not funny, Tsubaki," Makoto hissed at that before Noel giggled, "Et tu, Noellie?"

"G-gomen, Makoto-chan," Noel apologized through her giggling.

"Seriously what is this, pick on the Beastkin day or something?" Makoto muttered.

"Maybe," Gwen and Tsubaki joked.

"Oh, ha. Ha. ha," Makoto deadpanned.

Gwen just rolled her eyes a bit at that before looking back at Noel, "How did Ben's training go while I was gone?"

"Oh! A-Ano…"

"She handed me my butt," Ben replied as he came in, his Omnitool on his back in hammer mode.

"...Why?" Gwen slowly asked.

"Ano...w-well.." Noel began nervously, "I...I was showing him a demonstration of Gunkata."

"Ouch," Makoto cringed, "I feel for ya, Ben. When we had spars at the academy, Noel's Gunkata was one of the best of them in our year."

"Indeed," Tsubaki nodded in agreement.

"Did either of you see Kevin at all on your way back?" Gwen asked.

"Nope," Ben shook his head.

"N-No...gomen."

"Weird...he should've been back by now," Gwen said in slight worry.

"What did he say he was doing before he left?" Makoto asked.

"He said he was gonna be out for a bit today," Gwen replied.

"I'll go find him," Ben offered.

"Y-you sure?" Noel asked.

"Yeah. I mean, it's not like he's busy with something, right?"

* * *

"Come on, kid! Keep it up!" Coach ordered as Kevin panted as he continued to jump-rope.

"What's...this…gotta...do with...boxing?"

"Keeping light on your feet, kid. The longer you can do this, the longer you'll be able to dodge the blows of your opponent."

"Ahh….gotcha….coach…" Kevin nodded as he went a little faster.

* * *

"Mind if I come with?" Makoto asked.

"Sure," Ben shrugged, "That okay, Gwen?"

"I'll need to double check with Dr. Faye-Ling before she can go," Gwen replied, "Wait here while I go get her."

"...Okay."

* * *

"One more search…" Litchi whispered, wearing her battle outfit as she picked up her staff, "Hopefully this time, I'll get through to him before..."

"Dr. Faye-Ling?" Gwen's voice spoke from behind the door.

"?!" Litchi tensed a bit as she quickly put her staff away, "Yes, Gwendolyn?"

"Makoto and Tsubaki have had their casts removed and Makoto is asking to go for a walk," Gwen informed, "I'm unsure if it's a good idea."

"Most likely due to muscle atrophy, correct?" Litchi questioned.

"Yes."

"...Okay. Give me a few moments and I'll look her over to see if she's good enough for a small walk," Litchi complied.

"Okay."

"...Maybe another day," Litchi whispered to herself.

* * *

"Seriously, this feels more like what I've read about Spartans being trained than anything!" Kevin panted as he and Coach were taking a few minutes of rest.

"Where do you think boxing training derives from? The results of the training for Spartans resulted in tough, resilient fighters," Coach explained, tossing Kevin a bottle of water, "Boxers just added in some footwork to help build up speed and agility."

"...I guess that makes sense," Kevin admitted, taking the cap off the water bottle and began to drink its contents.

"And this is just the first day of training," Coach smirked, "Even if you don't go on the circuit, I hope you can use this to inspire others to take up the sport. It'd be good to see places like this thriving again."

"...Heh," Kevin chuckled a bit as he put his water bottle down, "Maybe it will once this whole mess with the NOL is over with."

"Dare to dream, kid," Coach chuckled.

"Yeah…" Kevin nodded as he stood up, "If it's okay with you, I'm gonna head back to where I'm staying."

"Kay, but I'm expecting ya to come here pretty early in the morning," Coach informed.

"...How early we talkin'?"

"Hmm…" Coach tapped his chin, "I'd say 5, maybe 6 AM."

"That early?" Kevin asked.

"Heh. If you were more experienced with boxing, it'd be at exactly 4 in the morning that I'd expect you to be here," Coach stated.

"...Fine. 5 or 6 in the morning it is," Kevin shrugged, grabbing his stuff as he began to head to the door, "See ya then, coach."

"Get a good night's sleep, kid. You'll need it."

* * *

"Hmm…" Litchi mummered as she examined Makoto.

"Well...am I okay to go or not, Ms. Litchi?" Makoto asked as Litchi lightly applied pressure on where the casts had been.

"Hmm….well, as long as you don't apply any pressure or attempt to scratch, you're good to go," Litchi informed.

"Alright!" Makoto cheered.

"However, if you even try to scratch once, I'll have to put you in a cone," Litchi warned, making Makoto slump, "Luckily I have an ointment for just that. As long as you apply it every few hours, you'll be good."

"...An ointment?" Makoto repeated, glaring at Tsubaki and Gwen.

"It's to relieve the area that feels itchy and such," Litchi explained, "But don't worry. You only need to apply it for about a week or so."

"An ointment?" Makoto's eye twitched, _'I am so getting you two back for making me afraid of getting a cone on me!'_

"Once we apply some, you're free to go out for a bit," Litchi smiled.

"...Fine," Makoto sighed, "Go ahead and apply it."

"Good," Litchi nodded, picking up and opening a small metal container, "This will take a few minutes, then you'll be able to head out with Ben."

"Hai," Makoto sighed a bit.

"I kinda know how you feel, Makoto," Ben spoke up, "When I was twelve, I ended up breaking my leg trying to pull a stupid skateboard stunt. When I finally got that cast off, I had to put some ointment on as well. Though the cone and gloves were a bit unnecessary…" he paused as he glared a bit at Gwen, "Gwen."

"Gwendolyn," Gwen corrected, "And to be fair, you did try to scratch your leg with a fork while you were on bed rest."

"But was the cone really necessary?" Ben countered.

"Yes, yes it was," Gwen gave a teasing look.

' _...Thank god Kevin's not here to hear that,'_ Ben thought in an annoyed tone.

"Still stinks…" Makoto muttered, "Literally. What is that stuff made of?"

"A few herbs that grow around the Kaka Clan village," Litchi answered, "I was running low on this, so I had Kevin and Tao and pick up some for me a few days ago."

"Oh...I see," Makoto noted.

"And finished," Litchi informed as she finished applying the ointment, "Now, Ben, if you catch her scratching, make sure to come back immediately."

"Can do, Ma'am," Ben nodded.

"Darn it," Makoto muttered as she got up, "Well, let's hurry and go get Kevin and s-"

"Hey yo! I'm back!" Kevin shouted from the other room.

"..." Makoto's eye twitched.

"Uh, Makoto?" Ben raised a brow.

"This doesn't mean I still don't want to go out for a quick walk," Makoto informed, grabbing Ben's arm as she started heading towards the door," Come on, Ben. You're still coming with me."

"...Ano, Makoto-chan? Are...you sure you're okay?" Noel asked.

"Minus the day before yesterday, I've been stuck in a bed for a long while. Remember the last time I couldn't go out for a long while?" Makoto questioned.

"...Take her out," Noel and Tsubaki paled.

"Uh...su-woah!" Ben yelped as Makoto dragged him out the door.

"...Uh…" Gwen began.

"You don't want to know," Noel and Tsubaki quickly replied.

* * *

"Hey, Ben. H-" Kevin began before Makoto walked past him, still dragging Ben by the arm, "...uh."

"You don't…" Ben began before he noticed something, "...Is that a _pink_ tracksuit?"

"Hmm?" Makoto blinked as she skidded to a halt, the Beastkin looking over her shoulder to look at Kevin, who in fact was still wearing that pink tracksuit, "..."

"...What're you lo-" Kevin began before he noticed what he was wearing still, _'...shit. I forgot to take it off!'_

"..." both snorted back a laugh before they started laughing.

"Oh ha. Ha. Ha. Ha," Kevin laughed sarcastically, "Just so you know, this is something I got from my coach at the gym I found, and forgot to put it away."

"Hahaha! Y-wait. Gym?" Makoto blinked as she stopped laughing, "What Gym?"

"The Gym of Noneya," Kevin replied as he walked off to get changed.

"Non….I almost walked into that one," Makoto said, "But seriously? What gym is he talking about? I don't recall any gyms in Oriental Town."

"Knowing Kevin, he found one," Ben shrugged, "One time we went to a town that stated they didn't have a single smoothie shop, Kevin found it ten minutes in the town directly across from the sign that stated it."

"Seriously?" Makoto blinked at that, "You know what? I don't want to know." she pointed at the door, "Now come on! I'm getting stir crazy being in here!"

"Oh right...s-woah!" Ben yelped when Makoto dragged him out the door.

* * *

Meanwhile, in an unknown location far from Kagutsuchi, Aoiro stood within a large metallic room of sorts, the silver-haired woman wearing something almost akin to a samurai's garb, but had a bit of a dragon motif to it. She took a slow, calming breath as a pair of large robots began to approach her. The first one attempted to grab her, Aoiro's eyes snapping open in an instant as she quickly turned around and unsheathed her sword, cutting clean through the first robot, which began to spark as its upper half slowly slid off, azure electricity crackling off it. When the second attempted to move, it sparked as it split down the middle.

"Interesting. They were the best attempt at Techyadon robotics I could make with the materials of this universe and she still took them down with ease," A noted, "...Which means the upgrade was a success."

"Hmph…" Aoiro scoffed a bit as she sheathed her blade, "If this is what you have to offer to test my new upgrade...I'm disappointed, A-sama."

"Don't be overconfident, Aoiro," A informed, "With overconfidence comes a closed mind. A closed mind is already defeated."

"Much like how Gamma lost to Tennyson," Aorio stated, "She got overconfident in her new upgrade, and underestimated him." _'Plus the fact she used Delta's energy signature to keep hidden was an underhanded tactic.'_

"Indeed. She believed that pretending to be Delta would be more than enough and nearly cost her everything," A agreed.

Aorio nodded as she started to walk off, "I'm returning to my room. Inform me when the Imperator is in need of my service."

"But of course," A confirmed, "In the mean time, I'll be testing Karai and her new upgrade."

"..Hhh. Knowing my 'sister', she'll end up destroying the entire room," Aoiro commented with a slight, small grin as she walked off, leaving A to look over the data he recorded from Aoiro's training for the past few days.

"Interesting...it hasn't been a full week, and she's nearly mastered her new power," A noted, "It seems she has a strong desire to do whatever it takes to win."

"Well, of course," a voice spoke up, making A look over to see Hazama leaning against the wall, "Ever since she 'came back from the dead', she's been training hard so she can encounter Ragna once more."

"...Tch. That's one thing that always eluded me," A admitted, "Aside from Gamma, all the Murakumo units has an obsession with the criminal, Ragna the Bloodedge."

"Maybe they're all bro-cons. I mean, considering whom they're all based off of," Hazama joked.

"...Fair enough I suppose," A replied, "Now...what brings you here, Hazama?"

"Not much really. Just wanted to see the progress on our little 'dragons'," Hazama replied.

"You're in time for Karai's test," A noted.

"Ahh good… Hope you brought the janitor along," Hazama joked before the door was kicked open, revealing Karai as she walked in, "Speaking of the little devil herself."

"Okay! Let's get this the fuck over with!" Karai snapped.

"Well now...what crawled up your butt and died?" Hazama asked with a smrik.

"Fuck you, snake ass!" Karai flipped him off as she stood in the middle of the room, bringing her claws out.

"...I see the upgrade didn't change your personality one bit," A noted with a mutter as three more robots walked in from the shadows, surrounding Karai.

"Yea whatever. Let's start this shit already!"

"...heh. Funny...She normally cowers in fear around you," Hazama smirked a bit as he stood beside A.

"It seems that I'll have to deploy a different set of robots to remind her why," A noted, snapping his fingers as another set of robots appeared from the shadows.

The robots were sleeker with a more humanoid appearance compared to the ones Aoiro fought, each one the size of a fully grown human male. The one in the center wore a mask resembling the skull of a coyote while the ones at its sides wore blank masks with black visors. All three wore black combat attire.

"Huh...new punching bags eh?" Karai noted, "...heh, should be f-"

 ***BANG***

Karai grunted as she slammed into the wall behind her. The center robot lowered its smoking shotgun. The two robots at its sides moved away from the skull masked one.

"..." the ravenette said nothing as she pulled herself out of the wall, spitting out some blood, "That all ya got?"

A held up his hand out of the shadows and snapped it. The left blank-masked robot's optics glowed blue through the visor. A blue aura appeared around Karai before her upper half was now straight through the ceiling, leaving her lower half kicking.

"Psychic?" Hazama asked.

"Gravity manipulation," A replied, turning off the mic before he responded.

"Ahh…"

"Gah!" Karai gasped out when she pulled herself out of the ceiling, the ravenette landing back down on the floor as she stared at the robots, her eyes now slit as she cracked her neck, "Okay...You guys are fucking dead."

She began to charge when the blue aura caught just her head, sending her smashing into the ground with her head going through it. The skull mask pulled out two shotguns before firing them both, hitting her behind with both shots.

"Ooh…" Hazama cringed with a grin as Karai pulled her head out, "That's one way of filling an ass with a load."

The left robot was about to use its gravity once more on Karai before the ravenette blurred past it. The robot stood still before its head fell off, shredded into multiple pieces. The third robot's eyes flashed green before a green aura covered the second one, its shredded head reforming and returning to its previous state.

"What?!" Karai snapped.

"Metallurgy, magnetism, and alchemy," A informed Hazama, the mic still off, "But there is something special to the third one as well with that along with the first."

"Okay, gotta fuck that metal bitch first," Karai glared at the third robot before jumping back from a series of shotgun blasts from the skull mask, "Hey! Fuck you!" she snapped as she charged at it, only for the blue aura to appear on her once more and tossed her clear across the room, "God fucking damn it!"

"Do not presume I make anything easy or fast when it comes to proper testing, Karai," A informed, turning the mic on, "How will you handle them when they can counter you in your standard state? Change so we can start the real test."

"...Fine," Karai responded, a small toothy grin on her face as crimson/dark flames began to surround her, "You want me to change? I'll fucking change! Murakumo Unit...Activate!"

With that, Karai was engulfed in a pillar of crimson/dark flames, brightening yet darkening the entire room. They dispersed, revealing her Murakumo form, but drastically altered. Instead of her lower legs being covered in blade-like armor, they were coated in a series of layered metal with the front half of her feet cut off, replaced with three sharp black, metal claws with a fourth emerging from her heel. A layered metal bikini covered her with a pitch black bodysuit hugging her figure. More layered metal covered her arms completely, her fingers ending in the same claws as her feet had. A pair of metallic dragon wings spread from her back with a long dragon tail swaying behind her. Her head was covered in a horned dragon's head made of layered black metal. Her layered armor was detailed in gold designs with diamond-shaped rubies on her shoulders, wings, and knees.

"So...this is what Karai's new upgrade looks like," Hazama noted as he looked it over, "Very interesting."

"Considering her personality, I thought her being a dragon would fit her," A noted.

"Ahh...makes sense. Now let's see what Karai...I mean, Beta-02's new upgrades did for her."

The third and second blank masked robots were about to make a move before the seconds one's head was impaled by Beta's tail while the third's head was crushed by the Murakumo unit's claws. The first pulled its shotguns out before it too ended the same, but with Karai's tail instead of her claws.

"That all?" Karai asked.

"Not in the least," A replied, "Tell me, how's the air?"

"The air? The fuck you…" Karai began before her throat felt constricted, "?!" she gagged as she looked over her shoulder to see the skull mask's mask and clothes on the floor...but no body; only a black smoke.

"Okay, I'll bite. What was that one?" Hazama asked as Karai clawed at her throat, trying to get air.

"Nanomachines," A replied, "Designed to withstand even the heat of a dozen dwarf stars collected in one place. They also constantly make more of themselves when they're damaged, creating fifty percent of their numbers in the same instance that twenty-five percent are destroyed in terms of how fast they can make themselves."

"Ahh...and the moment Karai/Beta destroyed ol' skullface there, the nanomachines were released?" Hazama guessed.

"No. The robot _was_ the nanomachines," A chuckled as Karai collapsed, foaming from her mouth while slamming a hand on the floor, "It seems she's had enough, don't you concur?"

"I believe so yes," Hazama chuckled.

A nodded before giving a whistle. Karai gasped out as she found she could breathe again. The black smoke went back into the clothes before the skull masked robot stood up once more, red optics flashing ominously in the sockets of the skull.

"Y...You gotta…" Karai went into a coughing fit, "...be shittin' me…"

"Now what have we learned?" Hazama asked on the mike in a scolding tone.

"Fuck you, ya…" Karai paused as she wheezed a bit, "Snake fucker…"

"Can we get your robot to do it again?" Hazama asked A, keeping the mike on, "I liked her better mute and dying of oxygen loss."

"She doesn't need oxygen in this state, but she does require her esophagus to be clear in order to still function," A corrected, "What the MUERTO Unit did was fill with with its nanomachines and solidify into a shape to cut off all opening inside of it."

"Ahh…" Hazama noted at that.

A spoke into the mike, "Remember, Karai; no matter how strong you will become, no matter how fast you get, how much you improve; there will _always_ be someone or something that can defeat you."

"Grr…" Karai frowned as she sat there on the floor as the MUERTO Unit picked up its fellow machines and walked away, "Fuckin' robots…"

 ***BANG-BANG-BANG-BANG!***

"Fuckin'...robot…" Karai seethed, trying to ignore the large load now filling her behind as the machine left the testing room.

* * *

 **Omake: Cosplay Doomsday**

"Ahh...man it still feels good to get that cast off," Makoto smiled as she flexed her arm a bit.

"You'll need to be careful and exercise lightly for a little bit from muscle atrophy," Gwen advised.

"...True," Makoto shrugged a bit, "Still, wish I could help Ben with his training though. Need to make sure I don't get rusty, ya know."

"I'm sure he'll be fine for now. You recovering is what you need to focus on," Gwen advised.

"Hai," Makoto nodded, "So...w-"

"Gwendolyn? Can you and Makoto come in here for a second?" Litchi's asked from the other room, "There's so-hic! Something important I need to talk to you two about."

"Huh? Oh sure, Dr. Faye Ling," Gwen replied.

"What do you suppose she wants?" Makoto asked as she and Gwen began to leave the room, walking into the hall of the home-owned clinic with Gwen helping Makoto.

"I'm not sure. Maybe she just wants to make sure you're feeling okay," Gwen replied.

"Maybe," Makoto shrugged, "Guess we'll have to...eh?"

"Something up?"

"...Do you smell sake?" Makoto asked, sniffing the air a bit.

"Sake?" Gwen repeated, "You mean that wine made from rice, right?"

"Yeah."

"Not really. Maybe you just have a stronger nose than most," Gwen shrugged before she gave a sniff, "...Or it's just a strong scent."

"Well Beastkin do have a stronger sense of smell than humans, so...maybe somebody's having some sake nearby or something," Makoto figured.

"Maybe," Gwen nodded as they stopped before Litchi's office.

"Eh. We'll probably figure it out later," Makoto shrugged.

Gwen nodded as she opened the door, "Dr. Faye Ling?"

"Ara?" Litchi blinked a bit, turning around to face Makoto and Noel, a bit of a faint blush on her face, "Oh! Gwendolyn, Makoto, so glad to see you both."

' _She's the one who's been drinking,'_ both sweatdropped.

"L...listen. I need-hic! Excuse me," Litchi giggled a bit, "I need you both to do a _huge_ favor for me. I would ask Noel and Tsubaki, but...well...they said they were busy with some things."

"Umm...Sure," Gwen replied.

"Excellent. You s-hic! See…" Litchi began as she walked over to her closet, "During my day off, I...eh heh, went on a bit of a shopping spree. But he~re's the problem…" she then pulled out various clothing from the closet, "I bought too many, and some of them aren't even in my si-hic! Si~ze!"

"So you want us to go out and return them?" Makoto guessed.

"No. I want you both to put them on for me."

"Excuse me?" Gwen blinked.

'You s-hic! See...the owner of the store decided to give me the ones that don't fit for free. But in exchange, I have t-hic! Pardon...to take some pics of you in those costumes for a calendar of so~rts," Litchi explained in her drunken stupor.

' _Oh god…'_ Gwen facepalmed, her face blushing.

"D...do this for me, and I'll...hmm...oh! I'll let you keep the clothes, and give you something special!"

"...And that is…?" Makoto cautiously asked.

"Permission to enter the Kaka Clan's secret hot springs."

"?!" Makoto's eyes widened.

"A hot springs?" Gwen repeated.

"Excuse us for a moment, Miss Litchi," Makoto smiled a bit as she moved Gwen back a bit before whispering, "Let's do it."

"What?"

"I heard a lot of good rumors about the Kaka Clan's secret hot springs," Makoto replied quietly, "They say just stepping one foot in will cause your stress to melt away within a second."

"Really now…?" Gwen was skeptic about the springs.

"Hai. Noel-chan told me she went there before, and she had an excellent, yet kinda embarrassing, time there," Makoto added, "So what do you say, Gwen? If we do this, we can go relax at the Kaka Clan's hot springs."

"Well...Oh, fine," Gwen sighed, realizing Makoto was not going to give up on wanting to go.

"Yatta!" Makoto quietly cheered before looking back at Litchi, "Alrighty. We'll do it. W-"

"Perfect!" Litchi beamed before she grabbed them both, dragging them both into the closet, "You won't regret this!"

' _I already regret it,'_ Gwen thought.

"Okay…" Litchi mummered as she let them go. She then looked through the various clothes in her strangely large walk-in closet before she spotted two sets of clothes, "Ahh...perfect!"

"Huh?" Gwen blinked before Litchi grabbed her Makoto once more and dragged them over, stripping them of their clothes and tossing them aside, "Ahh!"

"Oh don't worry, G-hic! Gwendolyn! This'll take a sec~ond!" Litchi chirped as she began to put the first two sets of clothes she found on the two, "Just need to snap this into place...and done!"

"Ooh~ I like this one!" Makoto noted.

Makoto was currently wearing a tan vest with gold piping over a yellow low-cut crop top with a black crest that resembles a burning heart. The vest had puffy cap sleeves with black cuffs. On the sides of the cuffs, there were two small golden buttons. She had a brown belt with a buckle, a pouch, and a small banner-like object. The same burning heart crest appeared on the banner, except golden in color. She wore black shorts under her belt, which resembled a pleated skirt in the back. Over the short shorts but under the belt was a white asymmetrical back skirt, her tail sticking out of the back.

Aside from an orange infinity scarf around her neck, she had no discernible jewelry. She wore brown knee-high platform boots that appeared to be made of leather, with orange socks of different lengths. Her left leg also had a gray bandanna-like object wrapped around the top of her boot. She wore fingerless black gloves underneath her weapons, which resembled two yellow mechanized gauntlets with a black design.

"Wh-What the heck?!" Gwen exclaimed, blushing madly...wearing Princess Leila's slave outfit from Star Wars.

"Ooh~ Very nice," Makoto complimented, ignoring the glare Gwen sent at her.

"Very nice indeed," Litchi added before pulling a camera out, "Now, I want you both to pose for me, and don't be afraid t-...hic! Excuse me. Don't be afraid to get a bit sexy and such."

"...And how many months are we doing for this calendar you mentioned?" Gwen asked slowly.

"Mmm...I'd say about six months for you two," Litchi replied, "The other two I'll save for Noel and Tsubaki. I got quite a few cute ones for them. But enough talk..." she held her camera back up, "Posh for m~e! And like I said, don't be afraid to make it a bit sexy."

"Sure thing!" Makoto beamed before bending forward and giving a wink to the camera, giving a generous view of her cleavage.

"Excellent!" Litchi beamed a bit as she took a few pictures of Makoto, "And now it's your turn, Gwendolyn~!"

' _You are_ so _getting a lecture, Makoto,'_ Gwen thought with an eye twitch as she gave her best attempt.

"No, no, no. Not like that, Gwen," Makoto shook her head before having Gwen bend a bit, extend a leg to show its slim shape, have her put a hand on her chest and put the back of the other hand on her behind, "Now give a 'come over here' look."

' _...These hot springs better be worth it,'_ Gwen thought in an annoyed tone before giving a smirk to the camera.

"Oh! That's perf-hic! Perfect!" Litchi smiled brightly as she took a few pics of Gwen. once she was done, she grabbed two more sets of clothing, "Next se~t!"

* * *

"Why do you even have this?!" Gwen asked, wearing Taokaka's clothes minus a hole for a Kaka's tail.

"It looks good on you," Makoto giggled, wearing a black bodysuit that hugged her curvaceous figure with a pink heart trimmed in white over her impressive bust, white gloves reaching her exposed shoulders, and white heeled boots with the same heart over her bust on the front of them, a fake pair of bat wings on her back with vampire fangs in her mouth.

"...You're enjoying this way too much," Gwen frowned at her.

"...You seriously asked me that when…" Makoto paused in a deadpanned tone as she pointed at Litchi, who was giggling a bit in a drunk, yet slightly perverse manner as she prepared her camera.

"Noted."

"Alright, Makoto, you're a master thief, and you had just Hic!...Just snatched a perfectly cut emerald from its resting place. I want you to give your pursuers a rather sexy pose and wink before you make your get away," Litchi stated, her faint blush increasing a bit as her glasses were a bit fogged up.

"Sure thing!" Makoto grinned as she bent her left knee while extending her right leg out a bit, blowing a kiss with a wink to finish off the pose.

"Ha ha! Perfect!" Litchi beamed as she took some pictures of Makoto, "Oh this is just too fun~! Oh oh! Okay, Gwenny! I wants you t...to act like a member of Kaka Clan!"

"I've only met Taokaka," Gwen noted.

"The majority of them act like her," Makoto noted.

"Oh...Okay," Gwen nodded before getting down on her knees and held up a hand like a paw, "Meow! Hiya!"

"Aww...such a cute, yet pretty Kaka kitty~" Litchi cooed as she took pics of Gwen before grabbing two more sets of clothing, "Alright...next and final set!"

* * *

"Now this reminds me of my fighting uniform for the NOL," Makoto noted, looking down at the black and red flame-pattern bikini top, black short-shorts with a white belt, black fingerless gloves, and pink stockings.

Gwen's eye just twitched. She was wearing a blue and pink magical girl dress that gave the upper half of her modest bosom exposed along with her shoulders and showed a bit of leg. On her head was a crooked blue hat with pink detailing and a blue staff with a gold ornament at the top.

"A sniper and a magical girl...an odd, yet interesting combination," Litchi noted with a drunken giggle before hiccuping, "Oh! Excuse me. Ahem..now, Makoto, I want you to...hmm...oh I know! Give me your sexiest pose possible, but at the same time, make it like 'I may look sexy, but you don't want to mess with me'."

"Oh that's easy," Makoto grinned before pushing up her bust with one arm while readying the other arm's fist, a sultry look in her eyes with a fierce grin on her face.

"Ooh! Just like that!" Litchi exclaimed as she rapidly began to take pictures of Makoto, "Now, Gwen. I want you too…"

"No."

"...Come again?" Litchi blinked as she stopped, "What do you mean no, Gwen?"

"I mean no. This is starting to get ridiculous," Gwen stated as she crossed her arms.

"Gwen, what're you doing?" Makoto asked quietly before Gwen turned her stern gaze at her, "?!"

"Makoto, I know you want to go to that hot spring, but not at the expense of our dignity," Gwen frowned, "So I'm gonna have to put my foot down."

"...Mmm…" Makoto's ear drooped.

"Come on. Just one more picture, Gwendolyn~!" Litchi slightly begged, "I'll throw in whatever else you want. Anything."

"...Anything?"

"Yes, anything," Litchi nodded.

"...No sake for a month or so."

"Ara?"

"Not a single drop of sake for one month."

"?! But…"

"It's either that, or no picture. Got it?"

"...Got it," Litchi slumped, "Just one pic, and I won't have sake for a month, and I'll take you and Makoto to the Kaka Clan's hot spring."

"Deal."

"Good. Now…" Litchi began as she held her camera up, "Pose for me please. Give me...hmm..something cute, but also a bit sexy at the same time if you can."

"Hmm…" Makoto pondered for a moment, "Oh!" she quickly whispered her idea to Gwen.

"What?" came her flat response followed by a puppy dog pout look from Makoto, "...Fine." the two held the other's hand, pressed their chests together, and flashed a 'V' for 'Victory' sign to the camera with grin.

"Ooh~! Perfect! Absolutely perfect!" Litchi beamed as she rapidly took pictures.

"This better be worth it," Gwen whispered to Makoto.

"Trust me, it'll be worth it," Makoto grinned.

"Alright...you both did a wonder-hic! Pardon me...a wonderful job. It'll take a half day for these to develop, so..." Litchi began as she put the camera down, "As I promished, I will personally take you two to the Kaka Clan Hot springs~!"

"Let's wait until you're sober, Ms. Fey-Ling," Gwen replied.

"No, no...I'm perfectly f-hic! Fine…" Litchi assured, "...As a matter of fact, I know the perfect person to lead us there...oh Tao~!" she fell onto her face, "Zzzz…"

"She...fell asleep?" Makoto blinked, "...Weird. Then again...she was drunk on sake, so...eh. On the other hand, once she's sober...we get to go to the Kaka Clan Hot springs!"

"...You really want to go to th-" Gwen began.

"NYello!" Taokaka shouted as she poked her head in, "Did Boobie lady call Tao, n-" she paused when she noticed the outfits Gwen and Makoto were wearing, "..."

"Hi, Tao!" Makoto waved.

"...ooh! Fluffy girl! Nice lady! Hi~!" Tao waved before tilting her head, "...Why're you wearing such funny outfits? The one Fluffy girl has shows a lot of skin, nya."

"Not important right now. Listen Tao, you know where your clan's hot springs are, correct?"

"...ooh~! Nyes I do, nya! Why? You two want to go there?" Tao asked.

"Yes...please…" Makoto begged, "Ms L...I mean Boobie lady was going to take us, but…" she motioned over to the snoozing Litchi, "...Yeah."

"Ah….sure~! Tao would be happy to take you too, nya!"

"Yatta! Th-"

"On one condition…" Tao stated, making Makoto slump.

"Oh no...wh-"

 ***Grope***

"Wh-What are you doing?!" Gwen exclaimed as Tao fondled Makoto's chest.

"Mmm….Pretty big, nya...almost as big as Boobie Lady's, meow," Tao noted before looking at Gwen, "..."

"...No...Tao. Don't you d-" Gwen began.

 ***Grope***

"Wh-WHAT?!" Gwen yelped.

"Hmm….Not as big as Boobie Lady or Fluffy Girl's, meow," Tao noted as she stopped groping Gwen's chest.

"Taokaka…" Gwen growled as her eyes flashed magenta.

"...uh...Tao's done with what she needed, nya…" Tao said a bit nervously, unsettled by the way Gwen was staring at her, "Now Tao will lead you to hot springs, nya…"

"..."

"...Nice lady is still mad at Tao, isn't she?" Tao gulped.

Gwen's body glowed as she turned full Anodite, _**"What do you think?"**_

"Oh shit! Book it!" Makoto yelped, hopping on Tao's back.

"Nice Lady turned Scary Lady!" Tao yelped as she booked it out of there, Gwen flying after them.

"Mmm….keep it down, please...my head hurts," Litchi groaned in her sleep.

* * *

 _SZ: Heh heh...ahh...funny._

 _GT: Eeyup. Drunk Litchi equals cosplay attacks!_

 _SZ: Of course! Ahh...This is another reason why I love Blazblue. The Gag Reels are hilarious…*sighs*it's a shame Central Fiction won't be dubbed._

 _GT: That sucks. Ah well, knowing fans, there's gonna be a translation they worked on out on the internet sooner or later. Happened with Mother 3 and the second Miles Edgeworth Investigation game._

 _SZ: No no. We're still getting an NA release of the game this December for PS3/PS4. It just won't be english dubbed...which is kinda sad. The series started out dubbed when it first came out in America, and the fact the 4th game won't be dubbed is a bit sad. Even the voice cast for the series is saddened about it, especially Patrick Sietz, the voice of Ragna himself._

 _GT: Oh. So it's getting the same treatment as the first Megaman ZX game. The lines are translated, but the voicing will still be Japanese._

 _SZ: Yeah. Hell, fans of Blazblue are already making a petition to make the game dubbed, or make the English Dub DLC once the game comes out. Now while I like this idea, I'm glad the game is finally coming out in America, cause think about it. Would you rather wait 5-8 months for the game to get an English dub, or get it now by the end of this year around December?_

 _GT: The second with an English Dub DLC._

 _SZ: Good. If that does happen...I'll try and get enough money to buy that. Heck, I'm downloading both Es from XBlaze and Mai once the game comes out. I know they're DLC characters, but I'm having a full roster! There's just one thing I hope doesn't happen kinda._

 _GT: Wh…_

 _SZ: ...an Extend version for Central Fiction._

 _GT: ...oh._

 _SZ:Yeah...We already got a large cast of characters to play as, and a large story mode. And as you know...the Extend versions of the Blazblue games always adds an additional character or two, and extra stories...which I didn't mind for Continuum Shift and Chronophantasma, but this is the possible last game in the series. B...you know what? I think we're getting off track here._

 _GT: Eeyup. Still, some things got done this chapter._

 _SZ: Yup. Only one or two more filler chapters to go, and then we can get back to the main story. Before we end things off, GT? Anything you'd like to bring up?_

 _GT: A-nope. Until next Omniverse Shift, I am GammaTron…_

 _SZ: And I am Seanzilla115. Have a good day, and be sure to read…*nudges GT*_

 _GT: ...and *pulls out megaphone*_ _ **REVIEW!**_

 _SZ: Ahh! That was in my ear!_

 _GT: Sorry._


	15. Rebel 14

_SZ: So...it's October now, which means Halloween is around the corner, but it also means in Japan, Central Fiction comes out._

 _GT: *playing on my 3DS* It's also the month when spirits are at their strongest, which means Yokai are up to more mischief than normal~! I just befriended a Yuki-Onna and a frog Yokai that causes you to have a constant crick in your neck._

 _SZ: Cool. And as for Blazblue Central Fiction for me..well, I'll have to wait until the English version comes out in November so I can figure out the story, or in this case...the last story for our main cast of characters since Central Fiction is possibly the last game in the Blazblue series. If it is...Then it was truly a great fighting game series, right GT?_

 _GT: *nods while still playing on my 3DS* Oh! I became friends with Jetnyan!_

 _SZ: Neat..and as you see writers, GT's focused on his game..not that I blame him. I've been focused on Azure Striker Gunvolt 2. But I think we've delayed this long enough. As you know, we don't own nothing in this aside from our OCs and OC alien forms and such while Benfire belongs to the Ben 10 fan community._

 _GT: *pulls down the screen* Story start!_

* * *

Litchi gave a small yawn as she finished mixing up some medicines for any patients that'll come in today...though that might not be the case today as she was out during the early morning last night searching for something, or rather...someone. But like her previous searches, she came up empty. Did the person she was searching for already move on or...did something happen to him?

"Miss Litchi?" a voice spoke up, slightly startling Litchi as she turned to face a young, dark-skinned girl in a blue set of clothes with her hair pulled up, "Is everything alright?"

"...Yes. Everything is okay, Linhua," Litchi assured the young girl with a small, yet tired smile.

"Are you sure? Because...well, you've been acting really tired for a while now," Linhua said, a bit of worry evident in her tone.

"Ahh...yes well…" Litchi paused for a moment, "It's because I've been making some new medicine, and lost track of the time."

"You spent the night making medicine again?" Linhua gasped.

"Linhua, it's fine. I assure you I'm okay," Litchi assured her once more before giving a small yawn.

"...Okay…" Linhua noted as she began to walk away, _'I better go get Miss Gwendolyn just in case. All those nights staying up late is not good for Miss Litchi's health.'_

* * *

"Oh, come on~" Makoto begged.

"No, Makoto," Gwen shook her head, "You are not supposed to scratch."

"But it itches~!"

"Have you been applying that cream Miss Litchi gave you?" Tsubaki asked.

"I've been trying to, but it smells so bad~!"

"You need to put the cream on, Makoto," Tsubaki shook her head, "Gwendolyn, could you please bring a nose clip for Makoto?"

"Nose clip?" Makoto blinked at that.

"Already ahead of you," Gwen spoke up as she held up the item in question.

"If you wear this, you won't be able to smell it," Tsubaki explained to the Beastkin.

"...You sure? Because I-" Makoto began before Gwen, using a bit of mana, clamped the nose clip on her nose, "Ahh! Thon of a bitsh, Gwen. Warn me wh...aw mou~ Now I thound like I have a cold."

"But can you smell the cream?" Tsubaki asked, holding up the mentioned cream.

"...No," Makoto blinked.

"Good. Now please apply it," Gwen said as she handed the Beastkin the cream.

"Hai…" Makoto nodded as she began to apply it carefully, "Tho...how're Ben and the others doing?"

"Noel's still helping Ben with his training in Gunkata," Gwen replied, "Kevin, though…"

* * *

"Keep it up, kid! Keep it up!" Coach called as he blocked Kevin's punches with the guards over his hands before performing a swing that Kevin quickly ducked under and then resumed punching at the guards.

* * *

"Why wath he in a pink trackthuit?" Makoto asked, chuckling a bit at the memory of seeing him in it.

"I'm...not sure," Gwen admitted, "Hopefully he.."

"Miss Gwendolyne?" a voice spoke up, making Gwen turn to see Linhua poking her head in from the doorway, "Um, can I speak to you in private for a moment?"

"Of course, Linhua," Gwen replied.

"Thank you," Linua nodded as Gwen followed her out and into another room, "Listen, have you noticed Miss Litchi's been acting...I don't know, tired lately?"

"How so?"

"Well...whenever I ask, she gives me the same response...that she was up late last night making more medicine," Linhua explained.

"I see…" Gwen nodded.

"Yes...I think there's something more to it, and...well, I was hoping you can check up on her and find out what's wrong," Linhua further explained, "All these late nights 'making medicine' is starting to worry me."

Gwen nodded, "I'll try my best, Linhua."

"...Thank you, Miss Gwendolyne."

* * *

Over with Litchi, the doctor took a slow deep breath as she stood up, dressed in her battle attire as she finished tying her hair up into the usual ponytail.

"I know he's down here…" Litchi whispered to herself as she looked out the window, "I just need to search one more time. Everyone else is busy, and I'm sure Gwendolyne and Linhua will look after the patients a-" a knock on the door caught her attention, "Hmm? Who is it?"

"It's Gwendolyne, Doctor Faye Ling. Can I speak with you?" Gwen's voice asked.

"G-Gwendolyne?" Litchi blinked.

"...Is everything okay in there?"

"Um...y-yes. Everything's fine," Litchi replied, "Please come in."

Gwen opened the door and entered, "Linhua's been worried about you recently."

"Hmm? What for? I'm…" Litchi paused as she yawned a bit, "Excuse me. I'm perfectly fine."

"...What were you doing last night exactly?"

"Making some medicine, of course," Litchi replied, only for Gwen to frown a bit in response, ...Is something wrong, Gwendolyne?"

"Ms. Faye Ling, I've been keeping track of the ingredients in the clinic and aside from the ones we've used for medicines, there hasn't been a decline that suggests you've been making more at night," Gwen noted, "And there hasn't been in increase in stored medicines either."

"?!" Litchi tensed a bit at that.

"So I'll ask you once more; what were you doing last night?" Gwen asked in a serious tone.

"...Haa...I suppose nothing gets by you, Gwendolyne," Litchi sighed, adjusting her glasses a bit as she looked at the red-head, "Very well...I'll tell you, but I want you to promise me to not tell Linhua, or anyone else about this."

"...Okay," Gwen replied.

"Good," Litchi nodded as she took a deep breath, "Do you remember that place in the sewers I found you, Benjamin, and the others?"

"Yes. We were attacked by some sort of slime creature," Gwen replied, "It tried to eat me."

"...So you ran into him…" Litchi whispered, "The reason I had asked is...well, that creature you mentioned...I know him. Or rather…" a look of sadness soon grew on her face, "Who he used to be…"

"Who he used to be?" Gwen repeated in confusion.

"Yes...Gwendolyne, that creature you encountered, Arakune...he's the result of those who delve too much into the Boundary," Litchi explained, "These past few months, whenever I get the chance...I go down there to the sewers and search for him...hoping his old self is still in there…"

"The Boundary?" Gwen asked, "You mean there's something out there that turns people into slime creatures that can create mutant insects and bones?"

"From what I've seen of him...yes," Litchi nodded, "And as for the Boundary, Gwendolyne...if I recall, it's a place where time intersects."

"You mean it's where all timelines start or even cross over?" Gwen guessed.

"More or less yes," Litchi nodded, "And at the center of it all...is the Master Unit: Amaterasu. Nobody has seen what it looks like, or rather...no one has attempted due to the massive amounts of Siethr within the Boundary. If you delve too deep into it...well, you've already seen the results."

"Arakune," Gwen stated.

"Yes…" Litchi nodded sadly, "I know it sounds selfish of me, having Linhua worry and not tell her the truth but…" she paused as she looked out the window, "If I can find Arakune...I can hopefully reach out to his old self...the person…" a lone tear escaped her eye, "The person I care most about."

"And what then? Do you have a way to change his body back?" Gwen asked.

"..." Litchi said nothing as she wiped the tear from her eye, "I'm sorry, Gwendolyne...but I need to go."

"So you don't have a way," Gwen shook her head, "Ms. Faye Line, think about this. Even if you do reach out to him, who knows how long it will take before he becomes lost inside of himself again in his state." she frowned, "I know what it's like to try to save someone from himself only for it to fail and I don't want it to happen to you."

"...I'm sorry Gwendolyne…" Litchi whispered as she walked past her, her glasses hiding her eyes as she began to leave, "But this is something I need to do alone…"

"...No," a wall of mana halted Litchi, "I'm not letting you go down there alone."

"...Gwendolyne, dispel it...now," Litchi ordered in a serious tone.

"Ms. Faye Line, this will go down in either one of two ways; I go with you down there so if things go down badly you'll have someone there to help you get out or I use a spell to force you to sleep for a straight eight hours during which I'll go down by myself and send Arakune somewhere far away from the civilians of this city," Gwen informed.

"..." Litchi sighed as she thought this over for a moment, "...Fine. You may come with me. But…" she looked over her shoulder to look at Gwen, "I want you to follow my orders. Understood?"

"Of course," Gwen replied.

"Good," Litchi nodded as Gwen dispelled the barrier, "Then let's go."

* * *

Meanwhile, over with Ben and Noel, the two were once more in the abandoned dojo with Makoto and Tsubaki watching nearby, Linhua wearing a nurse's hat with a medical kit between them.

"Okay, ready to continue, Ben-san?" Noel asked.

"Yeah. I'm ready," Ben replied, his Omni-tool in its gun mode.

"Okay," Noel nodded, summoning Bolverk and went on the attack.

"If he didn't have that stinky plant guy to heal him, I'd be scolding him for getting hit so much," Linhua noted.

"Nah. Tsubaki's got ya beat on that," Makoto joked.

Tsubaki didn't say anything as she focused on the spar between Noel and Ben, the latter on the defensive as he blocked each of Noel's strikes, wincing a bit each time she passed through said defense. Ben tried to go on the offensive as he tried an overhead swipe with his guns, only for Noel to block with her own before ducking down and used a sweep kick to knock Ben over.

"Gomen, Ben-san. Demo...you need to remember Gunkata focuses not just on defense, but both close range…" Noel began as she jumped back and fired a few energy bullets, "And long range attacks!"

"Noted," Ben replied as he rolled out of the way of each energy bullet.

"Remember sparring sessions with Noellie in the academy?" Makoto nudged Tsubaki.

"I do," Tsubaki nodded, "If I recall, you had the most trouble when it came to sparring with Noel."

"Yeah…" Makoto patted her tail, "Those energy bullets hurt like hell."

Tsubaki nodded, "I'm quite glad we're not going through spars with Noel at the moment."

"Agreed. I may be good at close range combat, but going against far range attackers…? Forget about it. I got like one, maybe two, projectile attacks, but that's about it," Makoto shrugged.

Tsubaki nodded as she focused back on the spar once more. Noel was on the defensive once more as she dodged each shot Ben fired, his guns set on stun at the moment. She rolled out of the way of another shot and began to roll along the floor, open firing with both her guns and causing Ben to dodge out of the way. She stopped her roll and continued to fire at the now defensive Ben.

"Gh?!" Ben tensed as he rolled out the way of each shot, the brunette trying to get closer to her, only for Noel to cut him off with another energy bullet, _'Okay..need to think of something...well, since everyone I've encountered so far has been declaring the names of their attacks…'_ he quickly rolled out of the way of another shot as he switched chambers in his Omni-tool's gun mood, the side showing an azure-blue color before he aimed the weapons at Noel, " **Aqua Shot!** "

Noel tensed as she prepared to dodge the incoming attack. However...after Ben pulled the triggers, all that came out was...just a bubble...a fairly large bubble the size of a fully grown male adult as it floated in the air. Noel dropped her guns in surprise.

"...N...naniyo?" Noel blinked in confusion.

' _A….a….bubble?!'_ Ben thought, his eye twitching a bti and his mouth agape as he looked at the floating sphere.

It floated over to Noel and she poked it. Only...instead of popping, she yelped as she ended up sucked into the bubble.

"...Ano...ano…" Noel muttered, both confused, surprised, and scared as she tried to get out, "Ano...s-someone, tatsukete~"

"...I gotta admit...I was _not_ expecting that," Ben admitted.

"Neither did we…" Makoto admitted as she walked up, looking at the bubble Noel was trapped in, "...Ano, how do we…?"

"Makoto, don't…!" Tsubaki began as Makoto poked the bubble, only to be sucked in as well as she and Noel ended up in a rather compromising position, "...touch it."

"Ano-ano-ano-ano…" Noel stammered.

"...Huh. You're actually wearing the blue thong I got you in our third year of the academy together," Makoto blinked twice.

"Mmm~~!" Noel whined, her eyes swirls as her entire face was a beet red.

"I've got the solution!" Linhua called as she held up a sewing needle, "Though...I don't think I'm allowed to pop a bubble when people are in it."

"Please pop it! Please pop it!" Noel squeaked out.

"May I?" Tsubaki held a hand out.

Linhua nodded as she handed Tsubaki the needle. She walked over to the bubble and poked it with the needle...only to end up being sucked in as well.

"Okay. How does _that_ make sense?" Makoto demanded, Noel's head now smothered between her chest and Tsubaki's.

"Ben...Get. us. Out. of here!" Tsubaki snapped.

"Already on it!" Ben quickly said as he looked through his Omnitrix, trying to find an Alien to use to pop the bubble without hurting the girls or worst..getting himself trapped as well.

"Um...Ben-san?"

"Yeah, Linhua?"

"There's a button under the blue that says 'Cancel Shot Effect' on it," Linhua noted, looking at the right gun.

"Hmm?" Ben blinked as he looked at the right gun, seeing the button in question, "...I did not see that there." he then pressed the button, causing the bubble to pop and release the girls as they fell to the floor...only to end up in another compromising position, "...Oops."

"...Huh. You're wearing the g-string I got you at the last Christmas party between our two sectors in the NOL," Makoto's muffled voice came out from under Tsubaki's near-ankle length skirt.

"Ano-ano-ano-ano…" Noel mumbled as she was on top of Tsubaki with the redhead's head under her skirt while the blond was getting a clear view of Makoto's thong from the Beastkin's spread legs.

Linhua sighed as she walked over, carrying the medical kit, "And I thought I was going to have to maybe treat Ben-san with this…"

"...I honestly did not know that was gonna happen," Ben quickly defended himself, _'Note to self...practice more on the other modes for my guns before I used them in a spar or battle.'_

* * *

Back over with Gwen and Litchi, the two were walking around the sewers underneath Kagutsuchi, the former holding up a sphere of mana to brighten the dark area. She looked at Litchi, her staff out while her panda was clinging to her hair.

"I've been meaning to ask, but is there something important about your little panda that you bring him to the sewers on the chance of a fight?" Gwen asked.

"Hmm?" Litchi blinked a bit, "You mean Lao Jiu?"

"Yes," Gwen replied, "You bring him everywhere, even for baths, but why down here where there's a chance he'll get hurt in a fight?"

"Ahh...well you see…" Litchi began as she petted the little panda a bit, "Ever since I've found him, he's become really attached to me, and stays by my side wherever I go."

"I see…" Gwen nodded, "And your staff? I've never seen it at all in the clinic."

"Oh!" Litchi held the staff up and it shrunk to the size of a pen, "I actually use it in my hair to put it into the bun. It can change size and even make duplicates of itself. I experimented once and it even made itself into a human staff from itself and four copies that could actually fight."

"Really?" Gwen asked, earning a nod from the busty doctor, "I see...interesting."

"Gwen, do you think your magic could see Arakune?"

"It can, but…" Gwen sighed, "His mana is in a really bad state. It's almost like it's trying to eat away at the mana around him constantly but can never get enough of it but he's also expelling what mana he 'eats' at the same rate."

"...I see," Litchi noted, adjusting her glasses a bit, "Then we need to hurry. His 'nest' should be straight up ahead."

"A...a nest?" Gwen blinked twice.

"You'll see once we get there," Litchi replied as she moved forward, readying her staff.

The two entered a large area, much of it in ruin from things being broken, bent, twisted, and even crushed. In the center of it all was a massive sphere made of slime with tentacles slithering out and wrapping around things, parts of them hardened and revealing absorbed parts of the area. Crawling and flying about were strange insects of different designs and size.

"...oh," Gwen blinked a few times, "It really is a nest."

"Yes...now stay alert," Litchi warned her, "We're in his territory now."

Gwen nodded, readying herself as she and Litchi carefully looked through the area. As they searched, the two were unaware they were being watched by a familiar black slime creature. To Arakune, he could only make out the shapes of their energies. However, the taller of the two somehow felt...familiar...he wasn't sure why, but it felt...warm.

" **...H….sh….?"** the slime creature pondered before it began to twitch violently, **"Hu….ry….f…...must...fa...a…..fe! Kekekekekekek!"**

"Do you smell...blood?" Gwen asked.

"Blood?" Litchi repeated, sniffing the air a bit for a moment before tensing a bit, "...You're right...it's fresh…" she helf her weapon tightly as she stood ready, "He's close by."

Gwen nodded, forming mana spheres in her hands to be ready for anything. A few moments passed before a loud 'splash' was heard, catching their attention as they quickly turned around to see Arakune, reforming as his 'mouth' and 'eyes' spun around on his 'face'.

"Well, here he is," Gwen noted, cringing at the smell of decay coming off him.

Arakune let out a raspy growl as it stared at the two, its bone claw already out. It began to slither towards the two, dragging its bone claw along the ground.

"Gwendolyne, listen carefully…" Litchi whispered to the red-head, "I want you to help me subdue him, just long enough so I can try and talk with him. Nothing too rough..just enough to see we don't mean him any harm."

The two jumped out of the way of a swipe from Arakune and Gwen responded, "That's going to be a bit difficult considering he's trying to kill us."

"I know. Just...please trust me," Litchi said.

"...Fine," Gwen nodded before slapping a hand on the ground, "Metallo Serpente!"

The steel pipes around them glowed before they shot out of the walls at Arakune, reshaping into the shape of various snakes. Arakune's body twitched a bit as it shot forward, causing the 'snakes' to miss as the slime creature shot at the two. A mana barrier appeared in its path just inches from its mask, causing it to collide with the barrier and end up as a splatter for a few seconds before it jumped back and shattered it with two bone claws. It was about to leap at Gwen before Litchi jumped in front of it, using her staff to block its claws.

" **...U….Who….th...ll...are...u?"** Arakune rasped out, looking at Litchi in a mix of confusion and curiosity, **"Fam...i..liar...but...don't...remem...u...in my...mories…"**

"...I see...it seems your memories have truly disappeared," Litchi whispered, a solemn tone in her voice.

" **I ask wh...y...were wh...I ask who...were. G...g.g..go away…"** Arakune hissed as he slithered back, its' head' twitchign a bit in pain, **"M….head...hurting...pain...just….g hell...awa….fr….me...A...ah…"**

"I was able to sense the presence of the Azure as well…" Litchi spoke up to him, "Lao Jiu is trying his best but...the degeneration is progressing faster than we anticipated...however...this was the only way we could think of to save you...Roy."

"...Roy?" Gwen blinked twice, _'Wait...Her panda is…'_ she looked at Litchi, _'Is she...turning into something like Arakune?'_

" **Boun...dary….Degeneration?"** Arakune tilted its head before it began to twitch, **"...A...azure...Azure! Azure! Azure!"**

"...I'm so sorry…" Litchi spoke once more, tears trying to escape her eyes as she looked at Arakune sadly, "If only I had the courage to stop you back then...none of this would have…"

 **"I'm….af...er...Azure's….Or...gins?"** Arakune questioned, its voice starting to sound a bit normal as something began to appear in its mind...an image of sorts...something..or rather...someone he felt he once knew, **"...Li...Lit...chi…"**

Gwen's eyes glowed magenta as she looked at Arakune, _'The mana cycling is slowing down…'_

"...R...Roy?" Litchi whispered, a bit of hope in her eyes as she looked at Arakune.

" **...Kokonoe told you…"** Arakune spoke, Litchi's eyes widening a bit at the name, **"It's not your fault….my purpose...it was what I wanted…Litchi...I can see you from the Boundary...dary...ry..."**

"He's struggling with trying to remain stable right now," Gwen examined, "If you have anything to say to him, you need to tell him now."

"..Roy...have you…" Litchi began, trying her best to remain calm as she cautiously approached Arakune, "Have you found...yourself…"

" **No...this is...Litchi, you must go back! Do not come any closer to the Azure!"** Arakune snapped, **"The power contained within the Boundary is overwhelming. That power grows from the beginnings and the Azure...should a Human try to access that power, their memories will be shattered by the Azure, and their humanity will be slowly eroded until even their human form is gone. Litchi..."** its 'face' soon turned into a begging look of sorts, **"You mustn't fall victim to the Azure! You must not come into contact with it...please...return to Kokonoe this instant. She can probably do something."**

"But…!"

" **As much as I hate to admit it...she's a genius."**

"But…" Litchi paused, her body shaking a bit, "But the professor couldn't do anything the last time! She couldn't do ANYTHING!"

"It could be because he was already too far gone for her to do anything to help him," Gwen noted, "But if...if what I heard is right, you're still in an earlier stage of it."

" **...That...is slightly right…"** Arakune nodded, **"Although it wasn't perfect...she did manage to stop the erosion...what happened to me was what I chose for myself…I myself couldn't do any...any...Agagagagagaga!"** he began to twitch violently as the insects around the area began to swarm around the three, **"Litchi, there's no more time! Return to Kokonoe, please! Go HOME! Go, GO!"**

"He's right. His control is failing and fast," Gwen agreed, "We need to go now, Ms. Faye Line."

"No, please!" Litchi begged, focused on Arakune as it twitched out of control, "Roy, please...don't let yourself go!"

" **...Woman…"** Arakune whispered, its form not twitching as it gave the two, mainly Litchi, a death glare, **"Are you a danger to me? Then your existence is neither needed, nor necessary….We...We don't need you!"** it roared as the insects blocked all the exits.

Gwen grabbed Litchi's hand while Lao Jiu fell off Litchi's head and onto the held hand, grabbing onto Litchi's arm, "Posizione svanire!"

The two glowed before vanishing. Arakune could not see them in his sight and let out a screech. The insects soon dispersed as he shot into the sewers, looking for the two as his bone claws tore up the area.

* * *

In an empty park, a bubble of mana appeared before it popped, dropping Gwen and Litchi to the ground. Lao Jiu let go of Litchi's arm in the fall and landed on her braided hair once the two landed.

"No….Roy…" Litchi whispered as she fell to her knees, tears flowing down her face, "I...I thought I finally reached him, but…"

"In a way, you did," Gwen comforted, kneeling down and putting a comforting hand on Litchi's shoulder, "He was able to control himself for a bit because of your words and presence."

"But...he forced me away, telling me to go back to Kokonoe...but…" Litchi paused, gritting her teethed a bit as her hand clenched, "I...I refuse to go back to her."

"...Ms. Faye Line...were you...a member of Sector Seven?" Gwen asked.

"...Yes," Litchi gave a slow nod in response..

"So you were a scientist before becoming a doctor," Gwen noted.

"Yes…" Litchi nodded, "I was Kokonoe's assistant...heh..funny. On my first day there, I didn't meet her, but…" she let out a sad, reminiscent sigh, "I met him...Lotte Carmine, or Roy as he liked to be called. Since that day, we started to become friends, sharing subjects together. He taught me how to use Alchemy while I taught him about Oriental Medicine and Chinese Herbology...and as the days went on…"

"...You fell in love," Gwen stated, earning a blush from Litchi.

"Yes. But…" Litchi paused as her sad look returned, "One day, an incident occurred at the lab, and...Roy and Kokonoe got into an argument, which escalated practically everyday...when Kokonoe mentioned his mind had being eroded by the Boundary...he went into a violent outburst before locking himself in his room."

"Did either of them ever mention what the incident was?" Gwen asked.

"...No," Litchi shook her head, "I tried my best to keep Roy healthy, but...with each day, his health kept getting worse and worse because of his research. I had hoped he would feel better soon but...then came that day…"

"What happened?" Gwen asked.

"...To further his research...he activated the Cauldron hidden within Sector Seven and fell in," Litchi answered, her glasses hiding her eyes, "When they finally got him out...it was too late…"

"...He became Arakune?"

"..." Litchi slowly nodded in response, "Kokonoe tried to contain him in his room until she could figure out a way to fix him. But…" she paused as her hand clenched into a fist, "She said he was too far gone...that there was no way of changing him back."

"But you couldn't believe it," Gwen noted, "Not until you tried to cure him yourself."

"That's correct…" Litchi nodded, "I thought I had a cure at the time, but...when I went to go give it to him...he had escaped. Since then...I've been trying to perfect a cure to help him, leaving Sector Seven behind and becoming a doctor. But…" she paused as her tears returned, "What kind of doctor am I supposed to be if I can't save one person, let alone the person I care about the most?"

"But you have saved people," Gwen replied, "You're an amazing doctor, Ms. Faye Line. Your treatments are why the others staying at the clinic have been healing so quick. And I'm sure you've done some surgeries in your clinic, haven't you?"

"..." Litchi gave a slow nod in response.

"Ms. Faye Line, I know that you don't want to go to her, but...If you're going through the initial stages of what's happened to him, you need to do it," Gwen informed, "You heard what he said to you, how he doesn't want you to end up like he did. And think about everyone that will be hurt with you ending up like Arakune. All the people you've helped that often come by just to see how you're doing, everyone who's been staying in your clinic...especially Linhua. I've seen how much she sees you as a role model and how important you are to her."

"...Gwendolyne...I…" Litchi began, wiping some of her tears away as she stood up, "..Thank you...It really is selfish of me for making everyone worry, especially Linhua…But...I still want to save Roy."

"Then will you work with Kokonoe?"

"...No," Litchi frowned, "I refuse to work alongside her…"

"But…"

"It's partially her fault Roy became the way he is…" was all Litchi said as she walked past Gwen, "I'll see you back at the clinic."

"..." Gwen sighed, _'Why is it that almost every single person I meet is so stubborn?!'_

* * *

Back over with Ben and the girls, the trio had been untangled and Linhua was reapplying the few bandages that had still been on Makoto and Tsubaki.

"I'm really sorry," Ben apologized again.

"We are _not_ using that feature in practice again," Tsubaki frowned at Ben.

"Aw come on, Tsubaki. Don't go bursting Ben's bubble with his training," Makoto grinned.

"...Linhua, I apologize in advance if this causes more work for you," Tsubaki apologized before smacking Makoto upside the head.

"Owie! Yeesh, can't you take a pun?" Makoto pouted.

"Want me to have Linhua put a cone on you?" Tsubaki threatened.

"No, no! I'm good!" Makoto raised her hands in defense.

"Don't tell Ms. Makoto, but I'm not allowed to put cones on anyone without Ms. Litchi there," Linhua whispered to Noel, who nodded with a giggle.

"...Okay," Ben spoke up, putting his Omni-Tool into standby mode as he put it away, "I think training is done for today."

"Okay then, but I suggest you get one more day of training in, Ben," Makoto advised, "Starting the day after tomorrow, we head out to Ikaruga."

"Wait, what? That fast?" Linhua asked in surprise.

"Yup."

"Wh-why so soon, Makoto?" Noel asked.

"...Well…" Makoto began before looking at Linhua for a moment.

"...Oh! This is private then…" Linhua realized as she quickly stepped out.

"...Okay then," Makoto began as she looked at Ben, Noel, and Tsubaki, "The reason we're heading out so early is...well, Kokonoe is sending someone out to pick us up."

"Really? ...It's not Tager, is it?" Tsubaki asked.

"...Maybe," Makoto answered.

"Who?" Ben asked.

"Big red guy with metal fists," Makoto explained, "Everyone calls him 'The Red Devil.'"

"Eh? Why?"

"Oh trust me. You'll see why once we see him, Ben-kun," Makoto answered, giving him a small wink.

"Um...Okay?" Ben blinked.

"Yup. Now come on…" Makoto began as she shot up, "Before we head back to the clinic, let's grab a quick bite to eat somewhere."

"..Do you even have the money for that, Makoto?" Tsubaki asked.

"...Nuts," Makoto slumped.

"Honestly, Makoto," Tsubaki shook her head.

"...What's the conversion rate for jewels for cash here?" Ben asked.

"...What are you planning?" Tsubaki asked as Ben activated his Omnitrix.

"Oh, just an old idea I thought of when I was eleven and short on cash," Ben replied.

"...Eh?" the girls blinked before Ben, once he found the alien he wanted, pressed down on the symbol, brightening the room with a bright green flash.

"Diamondhead!" the Petrosapien declared, _'...Heh. Man...haven't done that in a long time.'_

"I remember this form," Tsubaki recalled.

"Yeah. Back wh….nevermind," Diamondhead stated, quickly stopping himself before he could say something stupid, "Now then…" he grew a small star-shaped structure from the palm of his hand and broke it off, "There we go. Should be enough for the five of us."

"...Oh! I see what you're thinking here," Makoto spoke up, "We sell this, and bam! We're rolling in Platinum Dollars."

"Nah. It wouldn't be enough to do that. I'd need to make one the size of a suit of armor for that," Diamondhead joked.

"Oh…Still, that's a pretty neat idea in case we need me money," Makoto admitted.

"It kinda is, demo…" Tsubaki began as she looked at the 'star' Diamondhead made, "Do you think it'll actually work?"

"It worked back home," Diamondhead shrugged.

"...Very well," Tsubaki nodded a bit, "We'll find someplace to appraise this, get some food to eat, then head back to Miss Litchi's clinic. Understood?"

"Gotcha," Diamondhead nodded as he changed back to Ben, "Hey, Linhua? We're gonna head out to get something to eat. You coming?"

"Sorry, but I need to look after the clinic while Miss Litchi is gone," Linhua replied fmo outside before her stomach grumbled, "...Um, can you get me a bit of something while you're out?"

"Sure thing," Ben nodded, "Anything in particular?"

"Vegetable lo mien please."

"Sure thing," Ben nodded, _'Maybe they'll have smoothies here…'_

* * *

Meanwhile, back within the sewers underneath Kagutsuchi, Arakune growled silently as it looked around for its two targets, seeing they were no longer within the area. It was about to head back to its nest before it sensed two...no… _three_ more energies around the area...and they seemed close. Slithering into a pipe, he went through it before exiting an overhead pipe right before the energies.

"So...this is where you were…" the masked man noted, a small intrigued grin on his face, "Interesting."

" **...?"** Arakune tilted its head slightly as it looked at Relius, feeling as if he met him somewhere, but at the same time...there was something foreboding about him.

"So…" a new voice spoke up as A walked out of the shadows, standing next to Relius as he examined Arakune, "This is the result of those who venture too deep into the Boundary...becoming a incomplete 'Black Beast' in a way..."

Arakune hissed, bringing its boneclaw out as it charged at the two. It lunged only for a large metal clawed hand to catch its mask and threw it at a wall. Ignis lowered her hand while keeping a standby stance.

"Tell me, Relius, what exactly do we need this creature for?" A curiously asked.

"...While it may not look like much…" Relius began as Arakune quickly recovered itself, "It plays a vital part in bringing 'it' out of the Boundary."

"...You mean the Master Unit, correct?"

"Indeed," Relius replied, "Now to catch it."

Arakune hissed at that, giving a glare at the two figures before lunging once more, only for Ignis' claw to grabs its face. Arakune cried out as it tried to free itself, but no matter how hard it tried, Ignis wasn't letting go. The robotic puppets eyes gave off a menacing glow as its grip wouldn't budge.

* * *

 _SZ: ...hoo boy, another ominous ending._

 _GT: Eeyup. Sad about what's going on with Litchi and what Arakune's past was…_

 _SZ: It truly is, both in this, and the canon of the games...wonder how this sad tale between these two will end in Central Fiction? Hopefully we'll find out soon enough once the game comes out next month on the 1st._

 _GT: Right…_

 _SZ: What? I'm really curious on what's gonna happen between Litchi and Arakune in Central Fiction. I mean, this is technically the last game of the series...the...last...game…*goes into a depressing corner*_

 _GT: *pats SZ on the back* Well, it seems we'll have one last rest chapter before moving on to the next arc. So…_

 _SZ: *depressed* I'm Seanzilla115….he's GammaTron...read and review…_

 _GT: Bye-bye~! *waves*_


	16. Rebel 15

_SZ: Hey guys. Welcome to the last filler chapter for Omniverse Shift...at least until the end of the next arc._

 _Deadpool: Heh. Yeah...not sure how he's gonna continue given how…_

 _SZ: NO SPOILERS, WADE!_

 _Deadpool:...how in Central Fiction, Rag-_

 _SZ: Can someone please get rid of him before he spoils anything about Central Fiction!? I haven't even gotten to that part yet for this story!_

 _Deadpool: And you never w-*gets grabbed by the neck before being dragged off screen*..._

 _SZ: Thank you...ahem! Anyways, since you all already know who I own and don't own at this point, let's begin._

* * *

Kokonoe muttered as she focused intently on the computer screen before her, her location unknown as she looked at the information on the screen. A lot of things have been happening lately...things that shouldn't make any sense. For one...those three Murakumo units. They should've been dead a long time ago thanks to Ragna the Bloodedge. But here they are, alive and stronger than before. Question was...who brought them back, and for what purpose? Another thing that was on her mind was Ben Tennyson, Gwendolyn Tennyson, and Kevin Levin. She hacked and checked every single data base for the Hierarchical Cities, including the ones overseas, and yet she found no information on them whatsoever. Plus, there were the abilities the former two possessed, and more importantly...that strange 'watch' Ben Tennyson owned. While she couldn't get the chance to check it over while Ben was recovering, she heard he was able to use it to defeat a Murakumo Unit. She didn't believe it at first, but she did recall detecting a massive spike of energy around the NOL HQ in Kagutsuchi...well that, and the large green explosion that happened at said HQ.

"...Just who the hell are you?" Kokonoe whispered as the computer screen showed an image of Ben, a few boxes containing information on him reading 'unknown'. She was about to check something before a semi-loud beeping sound caught her attention, "...ugh. Damn it…" she muttered as she pressed a button next to a communicator of sorts, "What is it?"

=I'm nearing the location, Kokonoe= the person on the other end responded =Once I retrieve Makoto Nanaya and the others, we'll meet you at Ikaruga=

"Soka...well hurry it up Tager. The f…" Kokonoe began before an idea popped into her head, "...On second thought, I have a quick favor to ask you."

=Hmm?=

"That kid, Ben Tennyson...I want you to fight him."

=Beg pardon?=

"I want to get some data on him, more importantly that 'watch' of his," Kokonoe explained, "Try not to rough him up too much. He might still be useful to the plan."

=...Understood, Kokonoe= Tager responded as the line was cut.

"Alright…" Kokonoe began, narrowing her eyes at the picture of Ben, "Let's see what kind of power you used in that watch to defeat a Murakumo Unit."

* * *

Meanwhile, over at the gym Kevin was training at, the ravenette breathed out as he delivered a series of fast, yet hard punches to the sandbag, each punch becoming faster and faster with each passing second.

"Keep it up, kid! You're doing great!" Coach cheered on.

Kevin breathed through his teeth as he reeled his arm back, his feet steady on the ground. He then let out a rising roar as before he delivered a devastating uppercut to the sandbag, hitting it so hard it flew straight into the window and out of the gym.

"...heh. How's that?" Kevin asked.

"Not bad, kid." Coach smirked as he tossed him a water bottle, "Got some pretty good distance on that too."

"Thanks," Kevin said, taking a drink of his water, _'Wonder where it ended up at though?'_

* * *

The sandbag soared through the air, managing to reach the next hierarchical city. It crashed down onto a house, completely destroying the front of it and exposing a man in his bathtub on the second floor.

"What the hell?!" the man exclaimed before the tub started sliding down, "Nonononononononoooo!"

 ***crash***

"Goddammit! I forgot to include sandbag insurance!" the man snapped, sitting butt naked on his front lawn amongst the remains of his shattered tub.

* * *

' _...Ah well. Probably nowhere important,'_ Kevin shrugged as he put his now empty bottle down.

"Okay, kid. You've done pretty well with your training," Coach noted as he looked at the ravenette, "By next week, we sh-"

"Sorry, but...well, change of plans," Kevin spoke as he sat down, "Turns out I'm heading out today."

Coach paused before sighing and rubbing the back of his head, "Should've guessed by how your body's been a bit off in everything today."

"Yeah…" Kevin nodded slowly, "...But don't worry. I'll be sure to keep my training up when I get the chance."

"Kid, there's always time for a bit of training," Coach shook his head, "Light exercise before bed, a few laps around a camp if you're spending the night in a tent, heck just wear weights on your legs, arms, and back while you're walking is a good sense of training."

"Gotcha, coach," Kevin nodded as he stood up, wiping some sweat from his forehead, "Anything else?"

"...As a matter of fact, yeah," Coach nodded as he began to walk off, "I was gonna give you these after your training was done, but since you're leaving today, might as well give them to ya."

"?" Kevin raised a brow at that as Coach walked over to a door.

Coach opened the door before pulling out a box. He closed it before walking back to Kevin and held the box up to him. Kevin took the box and opened it, revealing a pair of black and silver boxing gloves, a '1' printed on the backs of them, both together making an '11'.

"...Boxing gloves?" Kevin blinked a bit.

"Special ones," Coach chuckled, "Had them made just for you, kid."

"Really?" Kevin asked, earning a nod from Coach, "Oh cool. So what do they do?"

"That's for you to find out, kid," Coach chuckled, "But I'll say this. Once ya do, you'll be a true force to be reckoned with."

Kevin nodded a bit, closing the box as he picked up his gym bag, "Thanks, Coach...for everything."

"No problem, kid. Just remember this; no matter where you are, know that the world is the ring," Coach smirked.

"Right," Kevin nodded, looking down at one of his hands before clenching it, _'Now let's see that masked freak get the better of me…'_

"...Just one last thing, kid. If you ever encounter anyone from the NOL…" Coach paused as he held his own fist up, "Be sure to give them one for me."

"Heh. You bet, Coach," Kevin smirked as he held his own fist up.

"Good," Coach smirked as they bumped fists, "Now go on, kid. You don't want to keep your friends waiting."

"Yeah," Kevin nodded as he began to leave the gym. Once he was outside the door, he suddenly remembered he still had the tracksuit Coach gave him, said clothing poking out of his gym bag, "Oh...forgot to give this back," he noted as he walked back in, "Hey, Coach. I…"

His eyes widened when he noticed the gym was vastly different. Like...no one had touched it in years. Cobwebs littered the equipment while the punching bags had multiple tears in them. But….strangely, the wall showing the past boxing champions was left untouched. Kevin stared at the sight before him.

"...What the…?" Kevin whispered in disbelief, "But...how is...this place was just fine a moment ago…" he then slowly walked in, "Uh...hey, Coach! Coach you here?! I forgot to give you...something…" he trailed off before he noticed one picture in particular on the wall.

The picture in question was an old photo of Coach, but he looked much younger in the picture. He was grinning while in an opening stance for boxing. On the bottom of the picture read 'Rookie Boxer Wins the 2136 Championship Belt!'

"...Wait, wait...I've been training under a _ghost_ this whole time?" Kevin shook his head, trying to make sense of this, "...Man this world keeps getting to me." he looked down at the box, the gloves still inside, "...Still...I guess it's not that weird. With everything that's gone on in my life, this doesn't take the cake." he closed the box up once more as he began to walk out, "...Kinda gonna miss this place once this is over...kinda."

As he began to leave, a ghostly Image of Coach appeared around the dusty boxing ring, a small smile on his face as he looked at Kevin. He gave a nod towards the leaving young man before fading away once more.

* * *

Over with Ben and the girls, the young adult took a slow breath as he stood in the middle of the dojo, surrounded by a bunch of wooden dummies as he held his Omnitool in its dual gun mode.

"Okay, Ben. Ready?" Gwen asked as she, Noel, Makoto, and Tsubaki stood on the sidelines, a mana barrier set up around them just in case of any stray shots.

"Yeah. I'm ready," Ben nodded as he stood ready.

"Good. Now…" Gwen began as she turned on a stopwatch, "Start."

With that, Ben charged at one of the wooden dummies, firing a few shots at it before he delivered a quick roundhouse kick to its head. He then jumped back from it, switching his Omnitool into its twin blade mode as he quickly turned and delivered some fast slashes on the two wooden dummies behind him, leaving a few slash marks on them. He then jumped back, shifting his Omnitool back into dual gun mode, the side showing the azure-blue color once more as he quickly aimed at the two dummies.

" **Arc Fire!** " he declared as he fired a series of water-blue shots at the two dummies, bits of them freezing up as he fired in an x-shaped pattern. He then fired a pair of yellow shots at the two dummies, the sides of his guns now showing a topaz-yellow color, " **Crossfire**!"

"Impressive…" Tsubaki noted as she saw the shots hit the two dummies, turning the rest that wasn't frozen over into stone, "Depending on what element his guns are set to, they each have a different side effect."

"Yeah. He's really getting the hang of using that weapon of his," Makoto added as she wrapped her arm around Noel, "And it's thanks to Noellers here that he gotten the hang of using it in dual gun mode."

"H...hai," Noel nodded, blushing in a bit,"Demo...it wasn't that much really."

"You kidding? Look at him," Makoto said as she motioned to Ben, who was firing a series of emerald green shots at the dummies, each one moving back from the shots, almost like the wind was pushing them back, "If it wasn't for you, he wouldn't have fully figured out the different features of his Omnitool's dual gun mode. Plus you taught him some gunkata on the side, so that's a big plus."

"...W-well, I suppose that is true," Noel admitted.

"Hai. So let's see what else he can come up with," Makoto advised as she looked back at Ben.

"H-hai."

' _Okay...I think I'm getting a hang of these different elemental shots….Hmm...I wonder…'_ Ben pondered before he pressed a button on the side of one of his guns, the side now showing a ruby-red color before he aimed at one of the dummies, _'Let's see what happens when I use two different elements at once.'_ " **Rapid Burst**!" he declared as he fired off a series of ruby-red shots at the dummy, leaving a few burn marks on it before it was pelted by a series of rapid emerald-green shots. He then aimed both guns at the dummy, the two energies charging up before he pulled the triggers, causing the two shots to shot off as they combined, forming into a semi-large electric sphere as it crashed into the dummy, completely destroying it….along with the wall that was behind it, "..."

"?!" the girls' eyes widened at that last shot, Gwen slowly dissipating the mana barrier as she turned off the tier on the stopwatch.

"I...think that's it for training today, Ben," Gwen said, still a bit surprised at what just happened.

"...Yeah…I think so too," Ben slowly nodded, his own eyes wide with shock as he slowly looked at his Omnitool, _'Holy...okay. Note to self; use that move only in case of serious situations.'_ He then looked back at the hole he recently made, _'...And stick to using just one element at a time for now.'_

"...Uh….so…" Makoto spoke up, hoping to change the conversation as she looked at Gwen, "How did he do?"

"Oh! Ahem. Well…" Gwen began as she looked at the stopwatch, "He did pretty well, he got most of the dummies, alternating between modes before moving onto elemental shots. However, he lost a few seconds for missing a few shots, along with...well..." she looked back at the hole, "...That."

"...To be fair, I honestly didn't know that was gonna happen," Ben admitted as he turned to look at her.

"...You still lose seconds for it," Gwen stated, "You also need to fix that hole you made."

"...Fair enough I suppose," Ben shrugged, switching his Omnitool into standby mode before putting it in its holster, "By the way, you girls finished packing for the trip?."

"Yup. Demo..." Makoto paused as she looked over at Tsubaki, "Not sure why you and Gwen packed so many books, Tsubaki."

"Ms. Litchi offered us a few spare books for the trip," Tsubaki answered, "We didn't want to be rude, so we accepted them."

"Plus they'll come in handy in case we need to find out which kinds of herbs to use," Gwen added.

"Oh...soka," Makoto noted, _'Well at least they're not bringing up me trying t-'_

"And to make sure you don't end up scratching yourself."

' _I stand corrected,'_ Makoto mentally deadpanned before she heard Noel giggle a bit, "..Not you too, Noellie~"

"G-gomen, Makoto-chan," Noel apologized as she calmed down, ' _Tee hee. It's like our school days at the academy...only without Mai and Cajun…'_ she then looked out at the window, _'Wherever they are...I hope they're okay.'_

* * *

"Achoo!" a girl in a red cloak and long-deep blue hair tied into a ponytail sneezed, nearly tripping and falling onto the ground, "...That was odd."

=Perhaps someone is talking about you= a female voice noted over a communicator the girl had =Regardless, we need to focus on the task Professor Kokonoe gave us=

"Hai," the bluette nodded as she resumed walking.

* * *

"...Ano, Makoto-chan?"

"Hmm? Makoto blinked as she turned to look at Noel, "What is it?"

"When is Tager-san supposed to arrive?" Noel asked before blushing a bit "J-just curious is all."

"I am curious as well," Gwen admitted, Tsubaki nodding in agreement, "...In fact, why is he named 'the Red Devil'? I've been curious on that ever since you brought him up yesterday."

"...Hmm…" Makoto murmured a bit, holding her chin in thought as she tried to think of a clear answer, "Well…"

"Woah!" Ben yelped a bit, nearly dropping the tools he was using to repair the wall as the area shook a bit, "...Uh, what was that?" he yelped when the area shook again, causing everyone to nearly fall over, "...This place doesn't get any earthquakes, does it?"

"No. In fact…" Makoto paused as she looked at the door way, "I think that's Tager-san now."

"Excuse you?" Gwen raised a brow at that.

"You'll see why when ya see him," Makoto answered as she looked at the entrance to the dojo.

Everyone stood silent as they looked at the entryway, the area starting to rumble a bit more with each passing second. After a few moments, the shaking stopped as something large stood outside the door, blocking any light that was seeping through it. The door slowly began to open as a figure began to walk through, kneeling down through the doorway as he walked in. Once he fully stood up, Ben and Gwen's eyes widened as they looked at the large figure. The figure in question was a massive, giant of a man that stood under eight feet in height, and had muscles bulging out of each and every corner of his crimson-red body. He had spiky black hair with a single white streak in it while his face was adorned with a pair of orange glasses, the lens completely hiding his eyes as a pair of fangs poked out of the lower half of his mouth. He wore a dark red sleeveless top, a pair of matching pantes undernaeth the gunmetal grey and dark red metallic skirt around his waist, and a pair of gunmetal grey and dark red boots. On his arms, reaching up to his elbows, were a pair of large gunmetal gauntlets, the metal on the wrist being a dark crimson color.

' _Holy….! He's almost as big as FourArms and Shocksquatch!'_ Ben mentally gawked.

' _A...a demon?!'_ Gwen mentally gawked before calming down, _'No. It can't be a demon...it feels faint, but the Mana I sense in him feels...human. Is he...some sort of cyborg?'_ she pondered before she shook her head a bit, _'I'll think about it later.'_

"Greetings. I hope I haven't been keeping you waiting for too long," the large man apologized, managing to adjust his tiny glasses with two of his massive fingers.

"It's cool," Makoto said as she stood up, "Well, now that Tager-san's here, we c-"

"Hold up," Tager spoke up, catching her attention, "Before we head off, I wish to test something."

"Eh? T-test?" Noel repeated.

"Yes, Noel Vermillion. Or to be precise…" Tager paused as he pointed at Ben, "The capabilities of that watch-like device on his wrist."

"Huh?" Ben blinked at that as he looked down at his Omnitrix, "My Omnitrix?"

' _...Why do I feel like this is Kokonoe's doing?'_ Makoto thought as Tager began to approach Ben.

"That is correct," Tager answered as he stood in front of Ben, easily towering over the young adult as he looked down at him, "I understand there are some combat capabilities within the forms you transform into, correct?"

"Uh….yeah…" Ben slowly nodded, standing ready for what the giant of a man might have planned.

"I see," Tager noted, "I ask because as I mentioned before hand, I wish to test the capabilities of your watch like device. Think of it as...a quick spar, more or less."

"Oh...okay," Ben nodded as he began to reach for his Omnitool.

"No weapons," Tager informed as he held his hand up, "Only use what forms your Omnitrix gives you."

"Oh...fair enough I suppose," Ben nodded, taking off the holster that held his weapon before tossing it over to Makoto, "Catch!"

"Hai!" Makoto nodded as she did so, "Good luck out there, Ben!" _'Trust me...you're going to need it if you're going up against Tager-san.'_

"Thanks," Ben nodded to her as he turned back towards Tager, "Okay, wh-" he tensed up as Tager reeled his gigantic fist back, _'Oh crap!'_

He quickly rolled out of the way as Tager's fist slammed into the wooden floor, leaving a sizable hole in it, and leaving a imprint of his fist in the metal floor underneath. Ben's eye widened greatly in shock at that as Tager pulled his fist out of the hole, dusting off the pieces of wood on it.

' _...Yeah. I think I better go NRG for this one,'_ Ben thought as he quickly activated the Omnitrix, not noticing what Alien he had chosen as he pressed down on the symbol, engulfing him in a flash of green light as it quickly died down, "RAAAGH!"

Standing there was a muscular humanoid tiger roughly around seven to nine feet in height with orange, white, and black fur. He seemed to be wearing something akin to a wrestler's outfit that consisted of black and green spandex with a luchador belt on his waist, gloves, and boots while his face was covered in something akin to a luchador mask. Black spikes jutted out of his gloves and white hands as his eyes snapped open, revealing they were a pure green. He blinked a bit as he looked at himself.

"...Oh, come on!" the tiger snapped before pointing at the Omnitrix symbol on his belt, "Let me tell ya somethin' Omnitrix; Rath wanted NRG! Not Rath!"

"Woah! He turned into a tiger man!" Makoto gasped a bit before tilting her head, "Demo...where's his tail?"

"Rath don't need no stinkin' tail!" Rath snapped at her before pointing at Tager, "Let me tell ya somethin' Iron Tager; it doesn't matter if you're bigger than me by a foot or two! Rath is gonna beat you until you're red and blue!"

' _Oh, dear lord I'm already getting a headache from this form,'_ Tsubaki mentally groaned.

' _So that's how he uses it…'_ Tager mentally noted before getting into a ready position, "Very well. If you really are that strong, Rath, then prove it."

"I will, and I'll use my two fists here! Rath. Jr…" Rath began as he held one fist up, "And Renegade!" he shouted as he held the other up.

"Renegade?" Tager repeated as Rath charged at him.

"Because Rath is a renegade for life!" Rath declared as he punched Tager hard in the chest, earning no results, "...Uh. Rath is a Renegade for life!" he punched him again, only to get the same result, "...Grr! Renegade for life!" he roared as he punched him again, earning the same result once more, "Gah! What're you made of, extremely hard and pure metal or somethin'!?"

"In a way, yes," Tager replied as he adjusted his glasses, "I guess you can call me an android."

"Oh….errors may have been made…." Rath slowly blinked before he shook it off, "Whatever! Rath is still gonna pound you into scrap metal!"

"...Is it just me, or does anyone feel like having popcorn while watching Rath fight Tager-san?" Makoto asked.

"Makoto d…okay, me too," Tsubaki admitted with Gwen nodding in agreement.

"H...hai," Noel slowly nodded.

"Good. Didn't want to feel left out or anything," Makoto said as Rath began to try and pick up Tager...and was failing as the tiger like Alien was having difficulty trying to lift him, "...Gwen? How strong is Rath actually?"

"He's pretty strong, capable of leaping great distances and lifting objects heavier than him," Gwen answered before holding her chin in thought, watching Rath try his best to lift Tager, "Though...I'm unsure why he's having trouble lifting Tager. How heavy is he, Makoto?"

"1212.5 pounds," Makoto replied, "Why?"

"Well…" Gwen began before they heard Rath scream, followed by the sound of wood breaking. The girls slowly turned to see a now Rath-shaped hole in the wall, Rath's feet barely sticking out.

"LEMME TELL YA SOMETHIN', WOODEN WALL! DON'T! BREAK! ON! RATH! AGAIN!"

"...Apologies," Tager spoke, his fist outstretched as he slowly lowered it, "But your tactics weren't working."

Rath grunted as he got out of the Rath-shaped hole, "LEMME TELL YA SOMETHIN', RATH-SHAPED HOLE! RATH WILL DESTROY YOU!"

"...Is he seriously yelling at a hole?" Tsubaki sweatdropped.

"He does that," Gwen sighed.

"..."

"I know…" Gwen sighed again as Rath charged once more at Tager.

' _It seems this form is strong, but…'_ Tager mentally began as Rath tried picking him up again, _'...It is highly stubborn.'_

"C'mon...C'mon…!" Rath grunted.

"...You do realize this tactic won't work, correct?" Tager asked as he looked down at Rath.

Rath paused in his tugging, "...Don't tell Rath what to do!" Rath snapped.

"...very well then," Tager sighed a bit before he picked Rath up, holding him over his head.

"...Oh no…" Rath gulped a bit before Tager tossed him straight out of the Dojo, "AHHH!"

"I was correct. This form is highly stubborn," Tager noted as Rath ran back in, splinters on his body and clothes, "...If I may make a suggestion, why not use a different form?"

"...Don't tell me what to do!" Rath grumbled before slapping his emblem.

Now standing there was a monkey like alien with blue-ish fur. It wore a green pack of sorts on its back with the Omnitrix emblem on his torso. He blinked his four, green eyes as he looked at his four arms.

"...Spidermonkey? Oh come on!" the monkey like alien groaned, "Do you hate me or something right now, Omnitrix?!"

"A four-armed, blue simian?" Makoto blinked twice, _'Why do I feel like I'm all goopy when I see it?'_

"Ugh...whatever. At least I can do…" Spidermonkey paused as he aimed his tail at Tager, shooting out multiple web balls at the giant man, "This!"

"?" Tager raised a brow as the web balls hit him, engulfing parts of his body in the substance, _'...Interesting. This forms seems to have a few spider like qualities. However…'_ electricity began to crackle off him as he raised his arms up, tearing the webbing off him, _'A bit of electrical current can burn them up quite nicely.'_

"Aw, come on!" Spidermonkey exclaimed, "That's really shocking!"

"...Really?" Tsubaki deadpanned.

"He...gets really childish in this form when it comes to making jokes," Gwen sighed.

"Oh, come on! They're good!" Spidermonkey argued with her.

"No….no they're not, Ben," Gwen deadpanned.

"Aw, you're monkeying with the monkey here!"

"And they just keep getting worse," Gwen sighed, shaking her head.

"But enough monkeying around. Time t-"

" **Spark Bolt!** "

"Spark wh-" Spidermonkey began before he screeched, quickly ducking as a large sphere of electricity flew right over him, "Well, he zapped to it." he began to jump around, dodging a few more spheres,"Monkey see, Monksey do!" he jumped over Tager and sprayed a large amount of webbing right into Tager's face when he turned to face him, "Monkey made a fool of you!"

"...High mobility as well…" Tager noted, unaffected by the webbing as he tore it off his face, "Interesting."

"You sound like this one guy I did not like," Spidermonkey noted, "All sciency talk and all that. At least you don't sound staticy like a voice box."

"Noted. However...you failed to notice something."

"Oh? And what's…" Spidermonkey began before he was was slowly drawn over to Tager, "...that?"

"Even though my attacks slowly grazed you, they still managed to effect you," Tager explained, "Once enough electricity is applied to something, it's instantly drawn to the nearest metal object."

"Uh oh," Spidermonkey gulped as he began to try to keep from getting drawn towards Tager. He attempted to jump away, only to be grabbed by Tager midair, "...Uh oh."

" **Atomic Collider!** " Tager declared as he slammed Spidermonkey into the floor, causing him to grunt in pain as electricity crackled off him.

"Gah!" Spidermonkey yelped before he managed to jump away, staggering a bit, _'Dang...that really hurt.'_

"This form seemed to fare better than the previous one, but its defensive capabilities are rather low," Tager noted as he stood still, "If you want to win this, I suggest a more fitting form to transform into."

"Yeah...no kidding…" Spidermonkey grunted a bit, trying to ignore the pain from the slam from before, _'Okay...Rath was a bad choice, and Spidermonkey did no good...Wait. 'drawn to the nearest metal object.' …'_ "Ooh~! I got it! You're made of a lot of metal, aren't ya?"

"..I believe I stated that before, yes," Tager nodded, "Why?"

"Oh, not much…" Spidermonkey chittered before slapping his emblem.

In a flash of green light, Spidermonkey was replaced with a black and yellow humanoid alien. It had a pair of yellow horns on its shoulders with pincer hands. His head was metal with green 'bug eyes'...and floated a few inches above his body.

"What's this one?" Makoto pondered.

=Lodestar!=

"Oh," Makoto's ears twitched as she blinked twice.

"Hmm...interesting," Tager noted, "What does this…" he was stopped when he was starting to move, "Hmm?"

=Let's just say that I've got quite the magnetic personality= Lodestar chuckled.

"Magne...oh," Tager realized what he meant before he was thrown clear across the room, the Red Devil grabbing onto the floor to stop himself from crashing into the wall, "...Magnetic powers…"

=Bingo= Lodestar replied =Not a bad choice for when you're fighting a guy made of metal=

"Indeed," Tager admitted as he stood back up, "This form makes it near impossible for me to land a blow on you, nor can I come near you without being repelled."

=Heh heh...th-wait. 'Near impossible'?=

"You forgot my projectile attack," Tager smirked a bit, electricity crackling off him as he fired another sphere of electricity at him, " **Spark Bolt!** "

=Whoa!= Lodestar yelped as he rolled out of the way =...okay. Need to figure out how to block those too...=

"...Ano, Gwen-san?" Noel spoke up, catching Gwen's attention, "Th-this form has magnetic powers, h-hai?"

"Yes."

"I...I just realized something...If Ben-san had used this form before, c...couldn't he end up pulling the metal of the entire City of Kagutsuchi to him?" Noel asked.

"He could, but he wouldn't. It'd compromise so many structures and may cause the entire city to collapse," Gwen replied.

"Oh...o-okay," Noel nodded as she looked back at the fight, Lodestar quickly dodging another electric sphere from Tager.

=Okay, this is getting a bit annoying honestly= Lodestar admitted.

"Indeed," Tager nodded, a slight bit of sweat dripping off him as he looked at the magnetic alien, "Let us put an end to this battle, shall we?"

=Why? Scared you'll lose?=

"More like we are in an impasse," Tager explained, "All I can do is fire my energy spheres at you while all you can do is use your magnetism to move me around."

=...Eh. Fair enough I guess= Lodestar shrugged =Fine. Let's call it a draw=

=Damn it. I was hoping to get more data on this form…=Kokonoe's voice spoke up, catching everyone's attention.

"Kokonoe?" Tager blinked a bit, "...Were you watching the entire time?"

=Yep. I recorded the tailless, shouting tiger bit to watch later with a bowl of kettle corn= Kokonoe responded as a holographic screen appeared in front of Tager, slightly starting him =Other than that, I got plenty of data on the chimp with the spider abilities and the magnet robot...however...= the screen turned to face Lodestar, =I never got the data on the form you used to beat the Murakumo Unit, Gamma-03=

=...Wait. Are you talking about Atomix?=

=Atomix?...What kind of dumbass name is that?= Kokonoe frowned =No way would you name something capable of a nuclear explosion 'Atomix!' It would be like naming a ice user 'Freezerburn!'=

=What? It's a good name. Hmm...And Freezerburn kinda sounds interesting. Maybe if it were for an alien that blows out a scalding steam that freezes anything it touches?=

=...Oh my fucking god…= Kokonoe groaned as she pinched the bridge of her nose =The person who defeated a Murakumo Unit, an early yet modified model too, is a goddamn idiot=

=Idi-hey!= Lodestar snapped as he changed back into Ben.

=It's true! Y…know what? I'm not even gonna bother arguing with you= Kokonoe sighed =Your stupid kid mind is probably not gonna listen anyway=

' _...Okay. Now I'm starting to see why Kevin doesn't like her,'_ Ben thought with a slight eye twitch before said ravenette walked in.

"Hey. What did…?" Kevin began before he noticed Tager and the holographic screen showing Kokonoe, "...Oh."

=And in comes another dumbass= Kokonoe deadpanned, causing a slight tick mark to appear on Kevin's head.

"...Says the sleep deprived catgirl," Kevin countered with a slight frown.

=Oh, you see this?=Kokonoe asked as she held her hand up =It's all the fucks I don't give. But wait, I don't have any!=

"Yeah, you do. They're in the bags underneath your eyes," Kevin countered back.

=Idiot says what?=

"Wh-"

"Ahem!" Tager cleared his throat, causing the two to look at him, "Kokonoe, isn't there something else you wanted to bring up? Something _important_."

=...Oh...right= Kokonoe slowly blinked before the screen moved towards the girls, the catgirl mainly looking at Makoto =You all healed up?=

"Hai, Kokonoe-hakase," Makoto nodded.

=Good. Get your stuff and go with Tager to the port. There, you'll find a ship that'll take you straight to Ikaruga=

"Wait, what?" Gwen blinked a bit.

=You weren't seriously planning of walking up there, were you?= Kokonoe asked with a deadpan =It would take days, maybe weeks to even get there, and that's if you avoid all the areas with Seithr in them=

"...I suppose you're right, b-"

=And if you were thinking of taking another ship of there, no. Since you're all on the NOL's most wanted list right now, nobody else is gonna take you to Ikaruga unless they're planning on ratting you out to the NOL=

"...As much as I don't wanna admit it, she's right," Kevin spoke up, "No regular ship would take us unless they plan to rat us out for the reward money."

=See? Even dumbass number 1 agrees with me=

"And just like that, I'm back to hating you," Kevin muttered as he narrowed his eyes at the catgirl.

"...You're right…" Gwen sighed a bit, _'So much for shopping for all those supplies.'_

=Good. So pack your stuff, then head out to the port. Kokonoe out= was all Kokonoe said as the screen disappeared.

* * *

Meanwhile, back in A's hidden location, a pod began to slowly open up as steam seeped out of it. The steam died down as Haruka slowly began to walk out. Her hair was in a ponytail, and was now a light periwinkle color with a few deep galaxy blue highlights in it. She was also wearing a obsidian black coat on top of a galaxy blue and gold shirt, the top stretched by her now moderate E cups, a deep galaxy blue skirt with the hem a pale gold, black stockings with the same pale gold hem, and deep galaxy blue combat shoes resembling dragon claws.

"...Hmm…" Haruka mummered as she looked at herself, looking at her gloved hand, "...So...this is the result of Project Cypher."

"Seems that way," a voice spoke up, making her look to see both Aoiro and Karai, the two now wearing some new outfits.

Aoiro was now in an azure kimono of sorts, the hems of her sleeves a dark silver color while she had on a pair of shoulder pauldrons on her...well, shoulders. Around her waist was a pure white hakama, and a deep azure and silver knee-length skirt while her shapely legs were hugged by a pair of black stockings, a pair of light azure blue shoes on her feet to complete the set.

Karai on the other hand wore something a bit more wild and revealing. She wore a blood red vest on top of a pitch-black and crimson red tube top with an image of a black flame on it, the flame stretched by her ample bosom, a pair of crimson red short shorts complete with a obsidian black belt, black fingerless gloves, and a pair of blood red and black combat shoes. Sticking from behind her was what appeared to be a dragon tail of sorts as it swayed behind her.

"...I seems you two have received upgrades as well," Haruka noted before seeing Karai's tail, "...Though I do not understand why Beta's tail is sticking out outside of her Murakumo form."

"From what A said, the upgrade and transformation into her form changed her DNA a bit, turning her into a Dragon Beastkin of sorts," Aoiro explained before yelping a bit when Karai's tail smacked her rear, "...Do not do that again."

"Why? So much easier to tease with," Karai smirked as she petted her tail, "Can't wait to see Makoto's result to this...oh ho~the naughty things i can come up with when that squirrel girl is in my…"

 ***ZAP***

"...Bitch," Karai frowned, coughing up a bit of smoke as her body looked like it was struck by a lightning bolt.

"..." Aoiro slightly rolled her eyes as she looked over at Haruka, "How does it feel, Har-"

"Kira," Haruka cut her off.

"...hmm?"

"I'm discarding that name," she stated with a slight frown, "My name is Kira now, and I shall not rest until those who've harmed me suffer, especially Ben Tennyson."

"So you went from a cold tactician to a revenge crazy bitch…" Karai noted before Haru...I mean Kira glared at her, "...Glare at me all you want. Your rep as possibly one of the most dangerous Murakumo units pretty much went down the drain."

"Grr…." Kira growled.

"Now, now...no need to fight so suddenly," a voice spoke up, causing the three to turn and see A walk in, "Especially after Gamma-03 here finished getting her upgrades."

"...A-sama," Kira bowed in respect.

"And she's become obedient now, too…" A noted, "You could learn a thing or two from her, Beta-02."

"...prick."

"What was that?" A asked as he pulled out a certain device from his cloak.

"?! N-nothing," Karai gulped a bit.

"I thought so," A smirked as he put the object away, "Shame if I had deactivated you. I brought a few gifts and everything."

"Gifts?" Aoiro repeated.

"Correct, Alpha-01," A nodded as he snapped his fingers, the robots Karai had faced before during her tests walking in, carrying a large case over before setting it down before him, "Took a while to create these, but I'm sure they'll fit each of you perfectly."

Aoiro raised a brow at that as A opened up the case and pulled something out.

"First up is Gamma-03," A said as he held up a crossbow resembling the head, neck, wings, and tail of a dragon, "This here is the Galaxy Hunter. Channel Siethr into it for different periods of time, and you will get different shots."

"...soka," Kira noted as she took the crossbow, "...Interesting...Very well. I shall accept this."

"Good girl," A nodded as he reached into the case and pulled out a pair of claws. They resembled Karai's, only they were a bit bigger with glowing orange/red circuit designs on them, "Beta-02, I'm sure you'll love these. They are dubbed the Abyss Slashers. They can fire cutting waves made of Siethr when you channel it through the tips of the claws. Once used enough, you'll be able to fire off pure black flames."

"...ohh~" Karai let out a quivering gasp as she took the claws, "I am going to enjoy these bad boys...a lot."

"Glad to hear, Beta-02...and last but not least…" A began as he reached into the case once more, pulling out three katanas in dragon themed azure sheaths, "Took quite a while to create these for you, Alpha-01."

"...Soka, "Aoiro noted as she took one of the blades and unsheathed it, revealing no blade on the handle, "...Why is there no...?"

"No blade? That's one of the interesting parts about these. You see, you create the blade by channeling Seithr into them. The more you channel into them, the longer the invisible blades will be," A explained, "Oh, and the best part? If you use all three together and with each hit you deliver, you'll send 1.21 gigawatts of electricity through your opponent."

"...I see," Aoiro noted, looking at the sheathed katanas with wide eyes, "...Interesting...and powerful."

"Which fits the name I've given them. Neo Ultima."

"Aw, man. That's such a cool name," Karai muttered.

"...Arigatou, A-sama," Aoiro bowed to the cloaked figure, "I have been thinking on trying out a new sword style, and these will fit perfectly."

"Glad I could help you," A nodded, "Just be sure to be ready when able."

"Of course," Aoiro nodded as she placed her new katanas in her hakama, replacing her old one.

"I hope it's soon…" Karai whispered as she slipped one of her claws on, "I wanna test these out real bad~"

"...Very well," Kira nodded as she walked off, "Just let me know if Ragna the Bloodedge or Ben Tennyson is within the vicinity."

"Perhaps," A replied as he walked out of the room.

"Well now...that was a bit of an interesting conversation," the voice of a certain 'snake' spoke up, A not bothering to even look around as Hazama began to walk out of the shadows.

"It seems that the newly renamed Kira has developed an obsession with not only Ragna the Bloodedge, but also Tennyson."

"Looks like. Think she might go full on yandare on him like Nu-13 did with good ol' Rags?" Hazama asked with a bit of a smirk, "I can imagine her cutting his arm off before he can get the chance to use that little toy watch of his...heh. Not that I'm complaining or anything."

"...Just get to the point, Terumi. What is it you've come to talk about?" A demanded.

"Well...everything's almost pretty much set for the Imperator's plan," Hazama explained, "Shame though...we could've used Tsubaki Yayoi's help a bit further with that Izayoi of hers….ahh. If only we unlocked its full power with the Mind Eater curse, but eh. What can ya do?"

"True. Its power would have been quite the boon," A nodded, "No matter. The first plan often fails to work; that's why we have backup plans."

"Oh?" Hazama raised a slight brow in interest at that, "Got something in mind, A...or should I call you by y-" the black and red clawed hand shot out and aimed at his throat, "...Very well. I'll keep it spoiler free, A...but seriously, what is this back-up plan you have in mind? My interesting is slightly peaqued."

"Patience is a virtue," A responded, "You will know once it's finished."

"Ahh….fair enough," Hazama shrugged as he began to walk away, "Though...I am slightly curious on something….that hand of yours...What happened to make it like that? Tampered with Seithr?"

A just chuckled, "Oh no, no, no. It's just the result of a few...experiments, you could say."

"Experiments eh?...Heh. If Relius wasn't so busy at the moment, he'd be interested in what you meant...but oh well. If you'll excuse me…" Hazama chuckled as he walked off.

"But of course…"

* * *

"Everything is set," Tager spoke as the group was at the port, most of them covered in cloaks to hide themselves, "Everyone ready?"

"As much as we can be," Gwen replied.

"Hold on. Noellie, get your butt in gear!" Makoto whispered loudly.

"Oh! Sorry, Makoto...just...give me a few more minutes."

"Oh for...you have five minutes," Tsubaki spoke quietly.

"H-hai," Noel nodded as she walked off.

"...You guys go on ahead. I'll keep an eye on Noel," Ben offered.

"You sure?"

"Shouldn't take too long."

"...Make sure she comes back safely," Tsubaki advised as she began to head to the ship.

Ben nodded as he began to follow after Noel, looking around for the shy blonde as he walked through the area. When she wasn't training him in gunkata, Noel would usually walk off on her own for some fresh air. Where though? Ben didn't know, so he figured she might've gone to see someone...or something.

"J-Jubei-san, thank you so much," Noel's voice spoke up, catching Ben's attention as he looked at a pair of large crates nearby, seeing a bit of the shy girl sticking out as she was kneeling down.

"Don't worry yer pretty little head about it," a new voice assured, having a bit of a western accent to it, "I'm doin' this 'cause I want to. Yer parents are somewhere safe. Ya don't need to worry about them."

Ben blinked a bit as he snuck behind the crates a bit and peeked around, seeing Noel look at a small cloaked figure of sorts, a pair of cat tails sticking out from the bottom.

' _...wait. Is that a cat?'_ Ben thought as he slightly looked at the figure, _'...Is it a Beastkin, or a Kaka clan member like Tao?'_

"They...ano, I mean...how were they...doing?" Noel asked, earning a slight chuckle from the smaller figure.

"Heh heh heh. Well, they're just like you, kid...or maybe it's the other way around?" the figure, who Ben assumed was Jubei, pondered for a bit before shrugging, "Ah well. They told me to tell ya this…'Go kick the Library's ass.'"

"I...I'm not that kind of person…" Noel muttered, blushing a bit in embarrassment.

"...Well, whatever kinda person ya are, you go ahead and do yer best, Noel," the figure stated, "The road ahead ain't gonna be easy, but ya just keep puttin' one foot in front of the other, and 'fore ya know it, yer there. Yer parents are counting on ya, kid."

"...H-hai. I'll try to do my best," Noel nodded.

"NOOOOOEEEEEL! It's time to go!" Makoto called out.

"Oh! H-hai!" Noel responded before bowing her head a bit to the figure, "T-take care, Jubei-san."

Jubei nodded as Noel hurried out of there, standing still for a moment as he looked to the side, "Ya can stop hidin', kid."

"?!" Ben tensed at that, "...How…"

"Heard ya comin' a mile away," Jubei answered from above, startling Ben as he back away to see he was on top of one of the crates, letting the brunette get a better view of what he looked like.

The cloak the figure wore was similar to Taokaka's a bit, but it was more of an orange color with bits of it black and the ears a creamish white. Around it's body was a brown belt while behind its back was a sheathed katana with a creamish-white handle. What surprised Ben the most was that...well, was that Jubei's face was an actual cats with soft black fur, and a white muzzle while an eye patch was over one of his eyes.

' _He….he's a cat...a literal cat…'_ Ben mentally gawked, _'...Well, a two-tailed cat, but still!'_

"Heh...surprised, ain't ya kid?" Jubei chuckled a bit as he jumped down, landing in front of him.

"Uh...a bt, yeah," Ben slowly nodded, "I mean, I know about Beastkin thanks to a friend of mine, but I was unaware that there were ones that actually looked like animals."

"Fair enough, I suppose...heh. Paradox did say you were an interestin' one," Jubei noted.

"Heh heh...y-wait," Ben blinked at that last part, "...You...know Professor Paradox?"

"Met him on quite a few occasions, Nice fella too," Jubei responded, "But I suppose walkin' through time and space will do that to a fella."

"Yeah," Ben nodded a bit in agreement before he heard Gwen shouting his name, '..Oh uh..sorry. I need to…"

"Hold up there, young man," Jubei interrupted, "Before ya head out, Paradox wanted me t' tell ya something."

"...If it's about Aoiro and Karai, don't worry. I'm better prepared this time."

"...Well it is true that they're tough from what I've seen...but…" Jubei paused as a serious look grew on his face, "They're nothin' but rookies to what's comin' next."

* * *

"I gotta admit, I was surprised, Relius. This is _very_ impressive," Hazama chuckled a bit as he and Relius stood before what appeared to be a Cauldron, "Quite the project you and A got going here! And who would've thought that it could reconstruct itself through sheer force of will? Pretty crazy."

"Indeed…" Relius nodded a bit, "The 13th Prime Field Device….was much better realized."

"But this heart beat…" Hazama said before sighing a bit, "Oh, doesn't it just set your heart a flutter?"

"...Hazama,," Relius spoke, catching the green-haired man's attention, "Was this all coincidence...inevitable...or just part of a grand plan?"

"...Hmm…" Hazama pondered for a moment, tilting his head slightly before he shrugged, "Eh. Who knows?"

"..." Relius sighed, shaking his head at Hazama's response, "Nevermind. Just...do whatever you feel is necessary."

"Will do," Hazama responded as Relius began to leave, a sly yet evil smirk growing on the green-haired man's face as his snake like eyes opened, "Oh, I think I will…" he then looked a bit further down the Cauldron, seeing a figure of sorts within it, "So, you're the Sword of the Imperator, huh? Heh heh heh...oh, this is gonna be one hell of a party..."

* * *

"Meow! Wait for Tao, bouncy!" Tao called out as she chased after a small rabbit like creature with a forest like area, "I'm so gonna get ya!"

"Tao! Hey, get your ass back here!" Ragna called out as he followed the cat girl, "...Or not...oi….hm?" He soon noticed something within the distance, a large tower of sorts that pierced the sky itself, "That's the Federation's Hierarchical City...Ikaruga…" _'The place where I'll find Terumi and….'_ his hand began to ball up a bit as a serious expression grew on his face, _'Saya…'_

* * *

 _SZ: Hoo boy….after months of writer's block, and working on other stories for the time being….I've finally managed to update this. I am SO sorry for the delay on this chapter, minna. I've been busy with a lot of stuff lately, so I hope this makes up for it...oh and if possible, expect another chapter to appear later this week..or month. One of the two. I'm not gonna delay this story further, so I hope you enjoy this. Until next time, I am Seanzilla115, so read, enjoy, and review. Ja ne, and have a good day_


	17. Rebel 16

_SZ: Hey minna. I...don't have much to say honestly. Just this...I do not own anyone in this story, nor do I own the Ben 10 or Blazblue series. I do though own Aoiro, Karai, Haru...I mean Kira, and any OC alien forms that'll appear in this story while Benfire(sorry I keep bringing her up.) belongs to the Ben 10 fan community. Without any further ado, let us begin._

* * *

"Hnnn...these Ars Magus vessel's seats sure are hard, aren't they?" Makoto asked, dressed in her cloak as she moved a bit in the metal seat she, Noel, Tsubaki, and Gwen were sitting on, "My butt hurts."

"You're not the only one," Kevin muttered, rubbing his back a bit as he, Ben, and Tager sat across from the girls, Tager sitting down on the floor and nearly taking up the whole side due to his large body, "Seriously, you'd think the people who made this would've made the seats more comfortable or something."

"Exactly!" Makoto exclaimed.

"That may be true you two, but the seats in these kind of Ars Magus vessels aren't meant to be comfy," Tsubaki stated, wearing a creamish-white variant of Makoto's cloak, "It usually takes almost an half hour to reach its next stop and back. All we need is to make one more stop, then take the next one to Ikaruga, so be patient you two."

"...I still say the seats are uncomfy," Makoto muttered.

"She kinda does have a point," Ben spoke up, sitting next to the window as he looked outside it, seeing nothing but clouds and blue skies. He then looked over at Noel, the shy blond having a rather distant look on her face as she looked out the window, seeing a few birds flying by, "...You alright, Noel?"

"..."

"Uh, Noelllers? Ben asked you something," Makoto spoke up, looking over at the shy blond as well.

"..."

"Hey, anybody home?" Makoto asked once more, only to get silence once more.

"...Noel?" Gwen spoke up as she tapped the shy girl's shoulder, making her blink a bit as she looked over at her, "Is everything okay?"

"Hm? Oh...ano, nothing. It's nothing, Gwen-san," Noel assured her.

Gwen shared a concerned look with Tsubaki and Makoto at that. Ever since the group left Kagutsuchi, Noel had been silent for most of the trip, looking out the window and keeping to herself. Was the events that took place at the NOL HQ in Kagutsuchi still fresh in her mind, or was it something else entirely?

"...You sure, Noel?" Ben spoke up, catching the shy blond's attention as she looked over at him, "Ever since we left Kagutsuchi, you've been really quiet and stared out the window. You sure everything's alright?"

"...H-hai. I'm fine, Ben-san," Noel nodded.

"...Are you worried?" Makoto asked, catching Noel's attention once more as she looked at her in confusion, "Are you worried? About your foster parents?"

"...H-hai," Noel nodded slowly, "They told me to 'Go take down the NOL'...I'm not surprised." She then looked back out the window, "I mean, it's just the two of them. And after support from the NOL was cut off, it's just been…"

"...Difficult?" Gwen asked.

"...hai," Noel nodded sadly, "Though, I was able to have their support resumed when I decided to join the Praetorian Guard."

"Soka…" Makoto noted at that, taking all that in for a moment, "...Hey, Noel? Are you sure that was the right choice?"

"What? You mean leaving the NOL?" Noel blinked.

"No. I mean joining it," Makoto clarified, "Weren't they against you joining?"

"She's right. You once said that they were against you joining the Military Academy, didn't you?" Tsubaki added, "Your parents have never been fond of the NOL, correct?"

"...Hai," Noel nodded with a sigh.

"Don't worry!" Makoto spoke, giving Noel a reassuring smile, "After all, even Jubei said he'd take care of 'em!"

' _Wait. Makoto met him too?'_ Ben thought in slight surprise.

"...Demo...You understand, don't you...Makoto-chan? Tsubaki-chan?" Noel asked her two friends, "When it comes to traitors, the NOL is….well...they're vicious…" She noticed a pained look grew on Tsubaki's face, "Oh! G-gomen, Tsubaki-chan. I didn't mean t-"

"It's fine, Noel," Tsubaki assured her before she let out a sigh, "Demo...you're right. When it comes to the NOL, their rules for going against them are too...barbaric. The fact they call it justice is…" her hands began to tremble a bit, balling up into fist as she grit her teeth a little, "Is just sickening."

' _Agreed,'_ Ben, Kevin, and Gwen mentally agreed.

They've been in this world for a while now, and they could tell the 'justice' system the NOL provides is truly corrupt, especially Ben since he has seen it first hand. Tsubaki's orders to try and kill her friends for 'treason', the result of Aoiro and Karai's sneak attacks on Tsubaki, Makoto, and Jin…Terumi...that man was a complete psychopath.

"Very true, but...well, as far as betrayal and treachery go, we don't have to worry about it," Makoto assured them, "At least, for the time being."

"Eh? Why's that?" Noel asked.

"Mmm…" Makoto pondered for a bit, crossing her arms underneath her cloak as she tilted her head a bit, "I can't really explain why very well right now...Just trust me when I say you don't have to worry."

"...That seems kind of suspicious…" Tsubaki noted, a small frown on her face, "Tell me, Makoto. How long have you've been a member of Sector Seven?"

"...I've been curious about that myself," Gwen spoke up, looking over at the Squirrel Beastkin, "Aside from knowing Tager and Kokonoe, you haven't really filled us in on this, nor have you told us about this person we're meeting."

"Oh...uh….well…." Makoto began nervously, sweating a bit from the two stern looks she got from Tsubaki and Gwen, "I'll can explain in a little while...but trust me. There's someone who'd do a better job of it than I would."

"...You mean professor Kokonoe, hai?" Noel asked.

"Well...Kokonoe would be good too, but…" Makoto began before Tager cleared his throat.

"Quiet down, all of you. Don't forget most of you are guards," Tager stated.

"Uh oh! We made him mad…" Makoto winced a bit.

"Ano, Red Dev-, gomen-Tager-san," Noel corrected herself, "There's actually something I wanted to ask you."

"Hmm?" Tager raised a non-existant brow as he looked over at her, "What is it?"

"It's about the professor."

"...Kokonoe?" Tager asked for clarification.

"Hai. I've only ever heard her voice, so I know she's a woman. Demo…what kind of person is she?" Noel asked out of curiousity, "Makoto said you know more than she does."

"...Makoto…" Tager frowned a bit in annoyance as he looked over at the Beastkin, who gave a slight nervous giggle in response to his frown, "It never ends with you, does it?"

"Haha. Busted~" Kevin chuckled in a teasing tone before a small acorn hit him square in the forehead, "Gah! Son of a…" he then shot a glare at Makoto, who seemed to be whistling innocently.

"Ano…" Noel spoke up once more, getting Tager's attention again, "Please, Tager-san?"

"...Oh, alright," Tager sighed in defeat, taking a deep breath for a moment, "Kokonoe is...well…She's self-centered and foul-mouthed. She's not just completely single-minded and driven, she expects everyone under her to be too."

"...Ohh. I get it now…" Kevin nodded in understanding, "She's a bitch."

"Kevin!" Gwen hissed at him.

"What? It's true. Not two days after she arrived at Litchi's clinic, she already got on my freakin' nerves!" Kevin hissed back.

"Well yes but…!" Gwen began.

"Actually, Gwendolyne, what Kevin says is not untrue," Tager spoke up, "She sincerely believes the world revolves around her, and she constantly wants to upgrade people...like me."

"So she's an over-controlling bitch then…" Kevin noted before Gwen reached over with her foot and stomped on his own, "Ow! What?!"

"...W-wait. 'Upgrade...people?'" Noel repeated at that last part Tager said, the shy blond starting to get nervous.

"You would call her a mad scientist. She's addicted to Silver Vine, is interested in nothing but science, and loves sweets," Tager continued, "Sometimes she looks at everyone else with complete disdain and impatience. But…" he paused as he took another deep breath, "She's actually a good person."

"...Okay. I call bullshit on that. No w-" Kevin began before Gwen shot him an even glare, "...Fine fine. Shutting up."

"Ano, Tager, that last bit you said didn't really match the rest of it...like at all," Makoto pointed out.

"Upgrade people?" Noel repeated, making everyone look over at her, a nervous look on the shy blond's face, "Upgrade...people...upgrade people?!"

"Um...Tager? I don't think you should've brought that part up," Ben deadpanned a bit.

"No kidding! Noel is seriously freaking out!" Makoto added as Tsubaki handed Noel a paper bag to breath in.

"Breath, Noel. Breath…" Tsubaki advised the nervous girl.

"I was only being honest," Tager stated before his communicator went off, "?!"

"Let me guess, i-"

"Sh!" Gwen hushed Kevin as Tager answered his communicator.

"K-Kokonoe? Wait, let me explain first. I was only stating a frank opinion from a third party point of view a-" Tager began in a slight nervous tone before his eyes widened behind his glasses, "What did you say? Is that true?"

"Hmm?" Makoto blinked as she looked over at him.

"I don't care about that, but...hang on. What do you mean? What happened? Hey, Kokonoe!" Tager shouted into his communicator before the signal went dead, "..."

"...What's wrong?" Makoto asked.

"D...did something happen?" Noel asked.

"...Change of plans. We're going to head directly to Yabiko, the sixth Hierarchical City of the Allied Hierarchical Cities of Ikaruga," Tager replied, a serious tone in his voice.

"Wait. To Yabiko?" Tsubaki blinked.

"Correct, Ms. Yayoi. From here, we should arrive there within a day's time," Tager explained.

"Soka...demo, why Yabiko?" Makoto asked.

"Who knows? Even I don't know why," Tager shook his head, "All she said was to go to where Kagura Mutsuki is in Yabiko."

"...Hmm….well, okay," Makoto replied with a nod, though in her head...she was pretty upset, _'Mou~! Not him!'_

"Kagura...Mutsuki?" Noel repeated.

"Uh...who's Kagura Mutsuki?" Ben asked, making Tsubaki, Makoto, and Tager look at him in surprise, "...what?"

"You...seriously don't know who he is?" Tager asked.

"No. First time I'm hearing about him," Ben replied.

"Same here," Kevin added.

"Honestly...this is the first time I'm hearing about him as well," Gwen added.

"Ano...I don't know who he is either," Noel spoke up, making them look at her next.

"Oh my g-! Noel, are you being serious?!" Makoto exclaimed.

"...Ano…"

"Noel, you should know who he is," Tsubaki added, only for the shy blond to shake her head, "...Oh dear lord."

"Come on...NOL Guard…" Tager facepalmed.

"...Okay. From what I'm getting here, this Kagura guy is pretty famous, right?" Kevin asked.

"Correct," Tsubaki nodded before looking at Makoto, "Makoto…?"

"...Hah...fine," Makoto sighed as she looked over at Noel, Ben, Gwen, and Kevin, "Colonel Kagura Mutsuki. He's the current head of the Mutsuki family, the chief family of the Duodecim. He's also the leader of the Praetorian Guard Corps and the highest commanding officer of the Novus Orbis Librarium Praetorian Guard."

"...Ohh, he's the most important person out of the Praetorian Guard!" Noel nodded in understanding, "I think I might've heard of him."

"...Ugh...Un-be-lievable," Makoto facepalmed, followed by Tsubaki as they let out a sigh.

"We refer to him as Kagura the Black Knight," Tager spoke up.

"Eh?" Noel blinked as she looked at him, "The Black Knight?"

"Yes. 'Kagura, Knight of the Black Gale,'" Tager nodded, "Had Jin Kisaragi not defeated Tenjo in the ikaruga Civil War, he most assuredly would have, and be known today as the Hero of Ikaruga."

"Ahh...so he's quite the individual," Gwen noted.

"Indeed," Tager nodded, "However...during the Ikaruga Civil War, Kagura mysteriously disappeared from the battlefield. I don't know why myself."

"Oh...Soka," Noel noted.

"...Okay. I gotta ask," Kevin spoke up, making Tager look over at him, "With a title like 'Black Knight', this Kagura dude's crazy strong, right?"

"...as crude as you've put it, yes," Tager replied, "I've never traded blows with him personally, but in terms of battle strength, he would typically share the battlefield with someone on Azrael's level."

"Eh? Azrael?" Noel repeated, making Tager tense a bit.

"Ahem! Uh, forget I said that," Tager cleared his throat, "Now then, as far as his fighting ability goes, word is he's in a class of his own, even among the Duodecim."

"Supposedly, he's even stronger than Major Kisaragi," Makoto added.

"S-stronger than Major Kisaragi...?" Noel repeated, "...Demo, why's Kagura in Yabiko then?"

"...Noellers…" Makoto sighed.

"I'll take it from here," Tsubaki told her Beastkin friend before looking over at Noel, "Noel, Colonel Kagura is the lord of the Allied Hierarchical Cities of Ikaruga."

"Ohh, right! That's why he's in Yabiko! Of course," Noel nodded in understanding, now finally getting it….kinda.

"Noel, you should fully know well that the sixth Hierarchical City of Yabiko is the current home of Ikaruga's central government," Makoto sighed a bit.

"Oh...s-soka," Noel noted, "Tsubaki-chan said 'lord' so I assumed the Mutsuki Family was in Yabiko."

"Iie," Makoto shook her head, "The main Mutsuki Family house is in the first Hierarchical City, where the general headquarters are."

"Oh…"

"Ahem," Tager cleared his throat once more, catching everyone's attention, "As I was stating before that explanation, we're heading straight for Ikaruga. You can relax get some rest until we arrive."

"Great...we get to rest on these hardass seats longer…" Kevin complained.

"Tager, I've already rested plenty," Makoto assured him before rubbing her rear, "Hnn...my butt."

"Be patient, you two," Tsubaki spoke up, pulling out a book from a pocket in her cloak as she began reading it, "It hopefully won't take long."

"She's right," Gwen added, following Tsubaki's example as she did the same, "It'll be good to take this time to relax and such before we reach our destination, so please be patient."

"...I still say these seats hurt my butt," Makoto muttered.

"...Well," Ben spoke up, his stomach grumbling a bit as he looked at the others, "Why don't we get some food for the time being?"

"Oh! Good idea, Ben-san," Noel nodded, "I'm feeling hungry. Tager-san, you should join us."

"Apologies, but I must schedule some time to oil my…" Tager began.

"C'mon, Makoto-chan. Let's go….unless…" Noel paused for a moment, thinking before she gasped a bit, "You want me to cook for everyone?"

Tsubaki nearly dropped her book at the mention of that while Makoto's ears drooped down, a look of fear on the Beastkin's face.

"Wait! Don't do that, Noellers!" Makoto exclaimed, stopping the shy blond before she could go anywhere.

"Don't worry, Makoto-chan. I'll make one of your favorites," Noel assured her, walking past the Beastkin as she headed out, "Ohh! I'll even make some food for the pilots and crew!"

"No no no no no! You'll kill us all!" Makoto shouted as she chased after her.

"..." Ben just slowly blinked at that reaction, wondering why Makoto didn't want Noel to cook, "...Uh, Tsubaki? What was that about?"

"Oh. Um….well you see, Noel maybe a sweet girl, but….ano…" Tsubaki began, trying to figure out how to put it gently.

"Her cooking sucks ass?" Kevin guessed bluntly.

"Kevin, that was r-" Gwen began, giving him a stern glare.

"Like you wouldn't believe," Tsubaki sighed.

"Wait, what?" Gwen blinked at that as she looked over at Tsubaki, "...I'm sure it's not that bad, r-"

"Gwendolyne...trust me when I say this…" Tsubaki spoke, her face nearly losing all color as she gripped her fellow redhead's shoulders, "Noel's cooking...is enough to take down an entire army."

"...Wow...that bad?" Kevin asked.

"It's censored most of the time! _Censored_!" Tsubaki exclaimed.

"Oh! I found the kitchen, minna!" Noel called out from the hallway.

"Uh, Tsubaki! Some help please!" Makoto shouted.

"Hai!" Tsubaki replied, putting her book away and quickly rushed out of the room, "Noel, no!"

"..." Ben, Gwen, and Kevin slowly blinked at that as they slowly looked at each other, not sure of how to react to what just happened.

* * *

Meanwhile on the ground below, within a semi-large forest area, a rather tall young woman was walking along the dirt path. She had short white hair that had a bit of a wild look to it, golden eyes, and semi-dark tanned skin, a scar present on her nose. She wore a black jacket with a white zipper tee, the upper part of the tee showing a good amount of her large bosom, torn-up denim short shorts that ended above her thighs, showing off her slender legs as it hugged her shapely rear, and a pair of knee high brown boots with black heels, yellow-outlined straps and white metal-toes. A single belt crossed her waist with considerable length, almost like it was a tail as the end pointed out from her left to her right from behind her rear. On her arms were a pair of golden gauntlets, one having a spiked shoulderguard of sorts while the other seemed to have a rather large chamber on the shield like part of it, almost like that of a gun of sorts. She stopped for a moment when she spotted something flying overhead in the sky.

"Hmm? An Ars Magus vessel? At this low altitude?" the woman raised a brow in slight confusion, "And this bearing….Are they headed for Ikaruga?" she narrowed her eyes a bit, getting a better look at the vehicle flying above, "Wait...I recognize that one. I'm pretty sure it belongs to Sector Seven." She quickly shook her head as she resumed walking, "It doesn't matter. For now, it looks like I'm headed in the right direction. I'd better be careful...it'd be easy to lose my way in the Seithr." She looked out in the distance, seeing a fairly large mountain as some clouds passed by it, "...Okay. Let's see if I can make it to the mountain by nightfall."

* * *

Elsewhere, within a fairly large town covered deep in snow, a few of the houses resembling snowmen with the 'eyes' acting as windows while a aurora shone in the night sky, Jin was walking through the snow-covered streets as he kept a hand on his sheathed katana, a look of slight suspicion on his face.

"This place is covered in snow…" Jin noted as he looked around, _'What's going on with this town's weather control?'_ he was about to take another step before he felt a sharp pain in his head, causing him to stagger as he stepped back, "Hn…! Why...am I feeling so dizzy…? What...is this feeling?" he grunted out, the pain lasting for a few seconds before it faded, "...Is….is it...over?...The sensation is getting sharper than before….I have to learn to control it."

With that, he resumed walking around the area, searching a bit as he held onto Yukianesa. As he walked, he recalled Ragna being here in Ikaruga. If it was true...heh heh, he'd be more than happy to pay him a visit...and cover his body in blood and ice a-!

"...No. That can wait," Jin shook his head, "I'll have to finish things with brother later...right now I need to deal with Saya…" a frown soon grew on his face, "And Aoiro…"

That woman….the one who dared to have _her_ face...it angered him so. But not just that, but that she was able to defeat him so easily in their last encounter. Where did she gain that kind of strength...and how was she even still alive? Last he remembered, she and Karai were dead.

"...Worry about that later…First, I've got to find Hakumen," Jin whispered, about to take another step before…

"Major Jin Kisaragi."

"?!" Jin tensed as he jumped back from the voice, turning to see someone standing there, _'How...how did they get behind me with detection?'_ he took a closer look at the figure, "...You...you're…"

Standing there was a young man of Asian descent with small, delicate, and feminine like features. His raven black hair was styled in a bowl cut that reached down to his cheek bones while his crimson-red eyes looked at Jin. He wore the standard NOL uniform with a tight-fitting jacket, a small red tie over the blue jacket, which had yellow rims and black shoulder pads, and a pair of white gloves.

"Hibiki. Kohaku Hibiki," the young man introduced himself before bowing a bit, "It has been a long time, Major."

"...Kohaku Hibiki, the Mutsuki Family's servant," Jin said as he kept his eye on the young man, keeping his katana ready just in case, "What do you want? Why did you come all this way to a place like this...Captain?"

"...Hm hm...Harsh as always," Hibiki noted with a slight chuckle, "I am glad to find you as well, and you can just call me Hibiki, Major Kisaragi."

"...I asked you what you're doing here," Jin demanded with a small frown, "I doubt you came all this way to make small talk."

"...Hardly," Hibiki shook his head.

"Soka….Hmpmh," Jin scoffed as he turned around, "Listen, Kagura's little dog. I'm sorry, but I'm in a hurry. If you want someone to chat with, you can look elsewhere. Now L-"

"Apologies, but I cannot," Hibiki shook his head, "I have a message from Colonel Kagura."

"...From Kagura?" Jin repeated, looking over his shoulder a bit to look at him.

"Hai," Hibiki nodded as he pulled out a letter of sorts, "He wanted me to give you this."

"..."

"Oh, and Major Kisaragi…" Hibiki paused a frown appeared on his face, "It's _Colonel_ Kagura. I know he's difficult, but he is a superior officer, so I want you to be respectful."

"...Don't tell me what to do," Jin frowned as he took the letter and opened it, "...Hmm….Even Kagura's taking some bold steps."

"Indeed. Most of the Duodecim has already heard," Hibiki nodded, "All that is left is the Yayoi Family, the Hazuki Family, and the Kisaragi Family."

"The rest of the Duodecim has been persuaded then?" Jin asked, earning a nod from the young man as the pale blond looked back down at the letter, "...Hmm...Seems like that man would excel at such a task."

"Major Jin Kisaragi," Hibiki spoke up, earning Jin's attention once more, "As the next head of the Kisaragi Family, I'd like to have your response."

"...This has nothing to do with me," Jin scoffed as he turned back around, "Do whatever you want."

"Whatever we want?" Hibiki repeated, "Meaning…?"

"...Look, I'm afraid I have no interest in the happenings of the Duodecim or Kagura, much less the fate of the NOL," Jin stated, not once turning around to face him, "I have other things I need to do right now."

"...just as always," Hibiki sighed a bit, "But we agree. There are other things that must be done. Those things are certainly important….However..." a serious expression grew on his face, "The fate of the NOL is the same as the fate of the world. So what you're saying is you're doing something more important than anything concerning the fate of the world?"

"...That's right," Jin replied.

"...I am intrigued by that," Hibiki admitted a bit, "What does Jin think is more important than the world right now?"

"...Back off," Jin frowned as he turned back around, his hand gripping the hilt of his sword, "Or I'll cut you down."

"Better than returning to my superiors without completing the mission entrusted to me," Hibiki countered as he shook his head, "That would be the height of incompetence."

"Ha….your superiors? Don't make me laugh," Jin scoffed.

"...Yes. In a manner, they are important superiors," Hibiki stated before giving a small, slightly unnoticeable smirk, "But the Colonel already anticipated this would happen."

"...Explain," Jin demanded.

"Very well. He told me there was no chance you would simply say yes, so I was instructed to bring you back to him, even if I had to put a leash around your neck," Hibiki stated, making Jin frown further, "But I'm not confident I'd be able to wrap a leash around the neck of Major Jin Kisaragi. So I'll just have to stay with you until you agree to come along. It's something I'm very good at."

"...Do you really think you could match _my_ pace?" Jin asked.

"A man with confidence shall not lose; only doubt will bring defeat," Hibiki quoted.

"...I remember your ability," Jin said, seeing the shadows underneath Hibiki's feet move a bit.

"I am honored," Hibiki bowed a bit.

' _...Was I...was I distracted?'_ Jin thought, _'How did I not notice him?...It doesn't matter. It would be pointless to search around blindly for him…'_

"Also…" Hibiki spoke, snapping Jin out of his thoughts, "I am curious about your cause, Major Kisaragi."

"...Hibiki, what does the world mean to you?" Jin asked.

"The world?" Hibiki repeated before pondering for a moment, "Hmm...I'm not sure. It's a little too vast to understand."

"...Soka...maybe my world is too narrow…" Jin whispered to himself.

"What's that?"

"...By the way…" Jin paused, earning Hibiki's attention, "I could cut you down without a moment's hesitation, even if you're doing this for Kagura...I'm impressed."

"...Yes, I've been working with him for quite some time," Hibiki nodded, "But to be honest….I'd be lying if I said I wasn't a little scared."

"Nonsense. That can't be all…" Jin scoffed before he noticed something about the area, "Wait...This place is…"

"Yes?"

"...Hibiki, what's wrong with the weather here?" Jin asked as he looked around the snow covered town, "Are their weather control systems broken? How can people stand being covered in snow like this?"

"...Well…" Hibiki trailed off for a moment.

"...Hibiki, What happened?"

"...Their weather control system was destroyed," Hibiki explained.

"...Destroyed?" Jin repeated with slightly wide eyes.

"Hai," Hibiki nodded.

"How did this happen?...Wait. This is…" Jin's eyes began to widen further in realization.

"Correct. When Ragna the Bloodedge destroyed the Cauldron here, they couldn't operate the weather control anymore," Hibiki explained, "It's been like this ever since."

' _...He destroyed the Cauldron? If that is true, then that means this was another location used for smelting…'_ Jin thought as he held his chin a bit, _'So if the Cauldron was destroyed, the Murakumo Unit was…'_

"Major?"

"...So the Cauldron here was destroyed by Ragna the Bloodedge...you're sure about that?" Jin asked.

"From what I've been told, hai," Hibiki nodded.

"...Show me the Cauldron," Jin ordered.

* * *

"Oooh! We've finally made it!" Makoto exclaimed as she and the others arrived at a port, water walls in the distance as the water flowed into the large lake below.

"Tell me about it…" Kevin agreed as he stretched his back, "My back's hurting like hell…"

"Kakui…" Noel awed as she looked around, "This place is so pretty! And there's so many delicious looking shops."

Ben couldn't help but agree with her, the scent of freshly baked foods filling the air a bit as he smelled it.

"So..this is the 6th Hierarchical City of Yabiko, correct?" Gwen asked as she looked around.

"No, Gwendolyne. This is…" Tager began.

"This is the 7th Hierarchical City of Kazamotsu," Makoto interrupted while drooling a bit, "Well known for their rich cheese and thick sliced bacon pizza! And trust me...they're really good..."

"Always food with you…" Tsubaki sighed as she shook her head.

"Yeah?" Noel asked, earning a nod from the squirrel girl, "Let's go get some later, Makoto-chan!"

'..This isn't a-" Tager began once more.

"Actually, I wouldn't mind a slice of that pizza," Kevin admitted, "The way squirrel girl put it is making my mouth drool."

"Ugh...this isn't…!" Tager began again.

"Maybe this place has a smoothie shop or something," Ben said as he looked around, "I haven't had one in a-"

"AHEM!" Gwen and Tsubaki cleared their throats, catching the four's attention.

"Continue, Tager," Gwen said to the red giant of a man.

"Thank you, Gwendolyne," Tager nodded before looking at the others, "This isn't a sightseeing expedition."

"Aww~!" Makoto and Noel whined a bit.

"...Maybe just one or two places?" Kevin suggested.

"Kevin…" Gwen began in a stern tone.

"Shutting up."

"He's kinda right," Ben spoke, earning Makoto, Noel, and Kevin's attention, "We're not here to play around. We're kinda on a important mission here, ya know."

"Ben-kun…" Makoto groaned.

"Aw man...when did you become such a stick in th-" Kevin began

"So instead, let's head over to that pizza joint over there," Ben finished, causing Gwen to facepalm.

' _Just when I thought he finally matured…'_ Gwen mentally sighed.

"Yes!" Makoto pumped her fist, "Follow me. I know the best kind o-"

"NOW WAIT A MINUTE!" Tager snapped as he stomped his foot on the ground, causing the area to shake a bit.

"Hoo boy. Tager's angry…" Makoto winced.

"No shit," Kevin stated bluntly.

"H-hai," Noel nodded meekly as she hid behind Kevin.

"Come on, you four...we don't have time for this…" Tager sighed as he tried to calm down.

"...Actually, Tager-san, we do," Tsubaki spoke up, looking at a train schedule, "I just checked the schedule, and we have enough time to go grab a few supplies before the train to Yabiko arrives."

"...She does make a point," Gwen couldn't help but agree as she looked over at the schedule in Tsubaki's hands, "The sun is about to set, and the trains stop running after it goes down."

"...You're right," Tager sighed a bit as he looked at the setting sun in the distance, "The ropeways here stop running once the sun goes down, since there's a place with high concentration of Seithr in the middle."

"Which means we're spending the night here!" Makoto beamed.

"Yay!" Noel cheered as she and Makoto high fived each other.

"I got no problem with that," Kevin shrugged as his stomach grumbled, "Now, about that pizza joint…"

"You're really in the mood for pizza right now, aren't you?" Ben asked the ravenette.

"After squirrel girl here brought it up, pretty much, yeah," Kevin nodded.

"Officer Noel, Ben-kun, Kevin-san, I will be your guide!" Makoto declared.

"We leave it to you, Officer Makoto Nanaya!" Noel saluted.

"Ikuyo~!" Makoto shouted as she and Noel ran off.

"Hey wait up!" Kevin shouted as he ran after them.

"If it's okay with you, Tager-san, can me and Gwendolyne go search the book shops for a moment?" Tsubaki asked.

"...Very well," Tager sighed, "Just...be sure to come back once you're done."

"Will do," Gwen nodded as the two redheads left.

"...Ugh. Honestly, being the commanding officer is different than I expected," Tager sighed as he sat down on the ground.

"...By the way, Tager…" Ben spoke up, catching Tager's attention as he turned his head to look at him, "Why didn't we go straight to Yabiko using the ship we came here in?"

"Oh...that," Tager blinked a bit behind his glasses before adjusting them a bit, "Well Benjamin, the 6th Hierarchical City of Yabiko has the most heavily guarded port of all the Hierarchical Cities. They would shoot down a sector even Ars Magus vessel without any question."

"Oh….I see," Ben noted, giving off a bit of a mental gulp at that, ' _Hoo boy...we dodged a bullet right there…'_

"However, the 7th Hierarchical City of Kazamotsu is a tourist city," Tager further explained, "Even our ship can make port here without issue. Plus it's relatively safe here. Noel Vermillion, Makoto Nanaya, and Tsubaki Yayoi are wearing NOL uniforms, but even then, we shouldn't have any problems getting around."

"Ahh...makes sense," Ben nodded a bit, "With so many people around here, we probably don't stick out as much, especially the...huh?"

"Something up, Ben-kun?" Makoto asked as she walked up, seeing him looking at the waterfall in the distance, "Woah! Look at that waterfall! If you fell and didn't have that watch of yours, you'd be a goner for sure!"

"What? No, not that…" Ben shook his head as he pointed to the large tower in the distance, "That tower there. What is that?"

"Tower?" Makoto blinked before she tensed up, "Tager…"

"What? What's wrong?" Ben asked as Makoto and Tager stood close to him, standing in a defensive position.

"We're surrounded," Tager explained, a frown evident on his face, "It seems the sightseeing is over."

"...Looks like…" Ben said as he pulled his Omnitool out, "How many are there?"

"Fourteen, maybe sixteen at best…" Makoto replied before sighing a bit, "Damn it...we just ordered our pizza too…"

In the tense atmosphere, one man has gotten close. Ben and his two current companions noticed the man in one glance. They wondered who this man in the strange outfit is, and who the people surrounding them were.

"Ben Tennyson, Lieutenant Makoto Nanaya, and the Red Devil of Sector Seven…" the man spoke as he approached them, "You will be apprehended. Resistance is useless. Come with us quickly."

"...and if we don't?" Ben asked with a frown, setting his Omnitool in its twin gun mode before he spotted a few of the men holding a handcuffed Kevin, Gwen, Noel, and Tsubaki, "?!"

"S….Sorry, minna…" Noel sighed a bit.

"They got us when we weren't looking," Gwen added.

"..." Ben frowned a bit as he resetted his weapon in its base form and put it away, slowly holding his hands up with Makoto and Tager.

* * *

Meanwhile, Karai, Aoiro, and Kira stood before A in his lab, the three wearing NOL cloaks in their colors.

"Greetings Alpha-01, Beta-02, Gamma-03," A greeted the three, "You're probably curious on why I called you in here."

"Hai/That is correct/I was taking a nap before you called," Aoiro and Kira nodded while Karai muttered.

"Good. I have some interesting news to inform you about then. It seems we've detected Delta-04 in the area…" A explained as he looked over at Kira, "The _real_ one."

"Mmm…" Kira frowned a bit.

"Wait...Delta's here?" Karai asked.

"Correct...though from what I've heard, she likes to call herself 'Asuka' from now on," A confirmed as he walked over to his desk, "Also...while it is faint, we've detected Epsilon-05's signal as well."

"?!" Aoiro and Karai's eyes widened at that.

"...So that traitor is here as well," Kira frowned as her hand began to ball up into a fist.

"I suppose you're right, given how the control programs for both Epsilon-05 and Delta-04 were damaged during that war," A shrugged, "But that isn't the case right now. I need you three to do something special for me."

"...Exterminate them?" Kira asked, holding up her Galaxy Hunter.

"No...well, technically I need the energy they produce once they transform," A clarified, "Just...push them hard enough until they do so."

"...Why?"

"Hmm?" A blinked a bit as he looked over at Aoiro.

"You didn't seemed phased at all when we lost Lambda during the battle at Kagutsuchi, nor did you react when Ragna the Bloodedge forced Mu into changing back into Noel Vermillion," Aoiro stated, giving him a suspicious look, "What are you planning?"

"That I'm afraid is top secret, Alpha-01. Also…" A began as he pulled the device out and gripped it, causing the three to grunt in pain as they fell to their knees, holding the areas where their hearts would be, "Do not question my motives again. I may have helped revive you, but I can easily kill you here and now. So be a good Murakumo Unit and listen to your master. Got it?"

"Ahh...y….yes...A-sama…" Aoiro panted.

"Good girl," A nodded as he put the device away, causing the three to pant out as the pain subsided, "Now go on. You have an important mission ahead of you."

"...Hai, A-sama," was all Aoiro said as she, Karai, and Kira walked out of there.

* * *

"Oi! Hellooooooo?! Is anyone out there?!" Makoto called out from the sealed room she and the others were in.

"I'm hungry~" Noel whined a bit as she held her grumbling stomach.

"Never even got to eat that pizza…" Kevin muttered, resting his head against his opened hand as he sat on the floor, "Ben, can't you use one of your aliens to bust us out?"

"I could, but…" Ben paused as he looked down at the Omnitrix, "Given how it's been given me the wrong alien most of the time lately, I don't want to risk it."

"Good idea," Gwen nodded before her eyes flashed magenta for a moment, "No good. I can't use my magic in here either."

"Considering where we are, they most likely put anti-magic seals around the walls," Tsubaki surmised, "Hmm...maybe if…"

"Mou~! I can't take this anymore!" Makoto snapped, startling almost everyone in the room, "It's time to make our escape! Bust out of here! It's prison break time!"

"M-Makoto!" Noel gasped as she placed her hands on the Beastkin's shoulders, "Y-you don't just break out of prison right away! Not unless you know the warden or something…"

"Noellie...I think you're forgetting something…" Makoto paused as she stood up, cracking her knuckles, "Don't underestimate my fist."

"Hold on…" Tager began before Makoto tossed her cloak off.

"Ars Magus internal pressure increased! 700 percent!" Makoto declared as her fist was engulfed in a bright aura, "Burning! Cannon! KNUCKLE!" she roared out as she slammed her fist into the metal door, "..."

"...M-Makoto? Are you…?" Noel began.

"ITAI~~~!" Makoto cried out as she held her bruised hand, "Owowowowowowow! Bad idea! Bad idea!"

A flash soon caught her attention before the room suddenly got a bit cold. Standing there was Big Chill as he blew a bit of ice into his hands, creating a small chunk of ice before handing it to Tager.

"Hmm?" Tager raised a brow as Big Chill changed back into Ben.

"Crush it," Ben advised as he pulled a cloth out.

"Ahh…" Tager nodded as he crushed the chunk of ice a bit, making it into smaller chunks as he carefully placed them in the open cloth, "Will that suffice?"

"Yeah. Thanks," Ben nodded as he carefully wrapped the cloth around Makoto's hand, "Better?"

"Hooo...cold...but hai. Feeling a bit better," Makoto replied, "Thanks, Ben."

"No prob," Ben nodded before looking down at his Omnitrix once more, "...well since it finally gave me something I want for a change, maybe…"

"I would not advise it," Tager spoke up, catching their attention, "This jail is covered in a heavy-duty restraining barrier. Even a 'Reactive weapon' wouldn't make a scratch."

"Well you could've said that before I slammed my fist into the door," Makoto snapped before sighing, "Great...I'm all burned out now! Hmph!"

"Ahahah…" Noel sheepishly laughed at that before she looked over at Tager,"Ano...what does that mean?"

"Hmm?"

"I think she's referring to the 'Reactive Weapons' you mentioned," Gwen guessed, earning a nod from the shy blonde.

"Ahh…" Tager nodded before a rather grim look appeared on his face, "Back in the old days, they were weapons that mankind used until the completion of Ars Magus. They were the most powerful….or should I say, most terrible weapons."

"M...Most terrible?" Noel repeated.

"I've read about this back at the Academy…" Tsubaki spoke up, "Supposedly, they would burn everything to the ground, leaving only despair….is...is that correct, Tager-san?"

"It is, Miss Yayoi," Tager nodded, "In a way...they were worse than the Black Beast."

' _?! S….Something worse than the Black Beast?'_ Ben's eyes widened at that. When Paradox first showed him that thing...it sent a chill to his very soul. And to hear that these 'Reaction weapons' were stronger than the Black Beast...Ben couldn't help but gulp.

"...You okay, man?" Kevin asked, seeing Ben shake a bit.

"Huh? Wha...oh. Y-yeah…" Ben nodded a bit, "Just….a bit unnerved by that news is all."

"Ah….can't blame ya," Kevin shrugged, "Those things sound scary as hell."

"As crudely as you put it, they are," Tager nodded.

"...What…?" Gwen began before the cell door opened.

"All of you, out!" an NOL soldier ordered, "His excellency, the Lord of Ikaruga, will see you now."

"Huh? Wh-"

"Now!"

"Okay okay...yeesh," Ben muttered as they stood up and walked up, Tager ducking underneath the doorway to get through.

"...Lord of Ikaruga…" Noel repeated to herself as she walked beside Makoto, "...D-does he mean Colonel Kagura Mutsuki?"

"Hai. I think so," Makoto nodded.

"...Ano...what kind of person is he?" Noel couldn't help but ask, making Makoto tense a bit.

"...Uh….mmm….well, he's...uh…." Makoto trailed off.

"...You've met him before, haven't you?" Tsubaki asked with a slight frown.

"Well...you could say that, hai...demo, he…" Makoto began.

"...Is something wrong?" Noel asked, a concerned tone in her voice.

"You're acting weird all of a sudden, Makoto," Tsubaki noted, making Makoto tense further.

"N-no I'm not!" Makoto quickly lied.

"Makoto, wh-"

"Keep quiet and walk!" the NOL soldier snapped as he pushed them.

"...Why was Makoto acting all tense when this Kagura guy was mentioned?" Ben whispered to Kevin.

"Dunno. My guess is he's probably an ex-boyfriend of hers," Kevin shrugged before an acorn was throw right at his forehead, "Ow! Who threw that?!"

"I said quiet!" the NOL soldier barked as he pushed him.

"Okay okay….yeesh...don't have to be so pushy…" Kevin muttered as the group began to approach a pair of large doors. However, just when the soldier was about to open one of the doors….

"Idiot!" a woman shouted as she slammed the door opened and ran out, her hair a mess and her clothes disheveled as a few tears dripped from her eyes, "Moron! Trash! Perv! You're inhuman! Just die already, you letcher!...But I love you….haah…"

"...Uh…." Ben blinked slowly.

"Wh…..what was that?" Noel asked, the shy blonde confused on what just happened.

"Ugh…." Makoto, Tager, and the NOL soldier sighed, earning looks from the others.

"...Oooh. Now I think I see why Makoto's been…" Kevin began before another acorn hit him square in the forehead, "Damn it!"

Makoto gave a rather innocent whistle as she looked away from him.

"...Makoto, please explain wh-" Tsubaki began.

"AHEM!" the NOL soldier cleared his throat, "Let us resume."

"...Hold on," Ben spoke up as he pointed to the doors, "Didn't that woman just come out of this room?"

"From what I saw, yes. But why were her…?" Gwen paused for a moment before it hit her, the redhead groaning as she facepalmed, "Oh, you've gotta be kidding…"

"Eh/huh?" Noel and Ben blinked at that before the NOL soldier knocked on one of the doors.

"Colonel Mutsuki, I bring before you the three traitors, the Red Devil of Sector Seven, and Ben Tennyson and his crew!" the NOL Soldier called out, earning silence in response.

' _Ugh….he's probably drunk again…'_ Makoto mentally groaned as Tager gave a slight grunt of annoyance.

"Ahem! Colonel Mutsuki?" the NOL soldier repeated.

"I heard ya the first time. Just...come in," a voice replied, sounding as if they were just waking up.

The soldier nodded as he opened the door for the group, letting them walk in as he closed the door behind them. Once they got inside, Ben, Noel, Tsubaki, and Gwen's noses curled up a bit as they smelled it, the heavy stench of alcohol in the air. The room also looked rather...messy. Like someone had threw a party in here or something.

"Ew...it reeks of alcohol in here…" Noel gagged a bit as she held her nose.

"The place is a mess too…" Ben noted.

"Oh, no…" Makoto shook her head as she facepalmed.

"Ugh…" Tager sighed.

"...Ano….Kagura-san?" Tsubaki spoke up, "A...are you…?"

"Hold on hold on...I'm getting up…" a voice replied with a groan, causing them to look and see a hand grab onto the desk as a figure pulled themselves up.

The figure was a rather tall, broad chested young man with black hair. He wore a white robe-like shirt with long sleeves that opened just above his abdomen, two black belts fastened around the sleeves. On his wrist were a pair of wraps that went from his palm to up his elbows, two metal cuffs sitting above the wraps on his wrists. On the lower half of his short were two brown belts while below them was a large loose brown belt, the huge buckle on the front a golden color. Over his shirt was a large black care that held onto his body by a light brown strap, the interior a deep crimson red while the exterior had a gold insignia on the out cloves. Finally, he wore a pair of plain black pants and a pair of light brown shoes with metal toe caps.

"Ugh….this is pretty bad...Without Hibiki, I kinda let myself go…" the man muttered as he rubbed his pounding head, "Guh...my head feels like it was smacked with a hammer.."

"...Ano…" Noel spoke up.

"Hmm?" the man raised a slight brow as he looked up at her, "...Oh hey. You there...the cute shy blonde...grab that water for me."

"Eh?" Noel blinked before the man pointed at some bottles nearby, "OH! S-sure….which one?"

"Either of you...just...hand me the water…" the man muttered, his vision a bit blurry.

"...D...demo...which one is water?" Noel asked.

"Wh….what….?" Tsubaki whispered, a slight look of disbelief on her face.

"I fail to understand how a mess like this could…" Tager began with a groan.

"Here," Makoto spoke as she placed a bottle before him, her voice sounding like she wasn't in the mood for any of his crap.

"Thanks…" the man muttered as he grabbed the bottle and began to drink its contents.

"...Uh….are you…?" Ben began before the man held a finger out to him, still drinking the water in the bottle.

"Ahhhh!" the man gasped out as he put the bottle down, "Whoo...much better."

"Just like always…" Makoto rolled her eyes.

"Hmm?" the man blinked as he looked up to see Makoto, a grin starting to grow on his face "Oh, Makoto! How'd you get here? Been awhile, huh?"

"Don't you 'been awhile' me!" Makoto snapped as shot pointed an accusing finger at him, making the man flinch, "You left us in a jail all night! With no food even!"

"Ahh….Don't yell…" the man winced as he held his head, "My head's pounding lady…." he blinked a bit at that last part, "Wait...left you in jail? That's strange...Why didn't they come to get you?"

"Uh, yeah! They came! A bunch of creepy people!" Makoto snapped.

"Good help, et cetera et cetera…" the man waved her off, "I told them to bring in the suspicious people to me…"

"Ugh!" Makoto groaned as she facepalmed, "...Where's Hibiki?"

"Hibiki? Uhh...he's out...Business trip? Mission?...Eh. I can't remember," Kagura shrugged before grinning, "Anyways, the annoying people aren't here, so we should call everyone in and have a party."

"...You want to have...a freakin' party?" Makoto's eye twitched at that.

"Of course. What kind of host would I be if I didn't treat me guest?" Kagura grinned in response, earning another facepalm from Makoto.

' _...This guy's supposed to be the Black Knight?'_ Ben mentally raised a brow as he looked at the man.

"...Heh. I kinda like this guy," Kevin smirked a bit as Noel bent down and picked something up.

"Hey...is this….a woman's…?" Noel began.

"Noel, Don't touch that!" Makoto shouted, making Noel flinched as she dropped the piece of clothing, "You'll get Kagura cooties!"

"...Did you seriously just tell her that I have cooties?" the man raised a brow at that.

"...Wait. A party…?" Tsubaki blinked, snapping out of her disbelief before frowning a bit, "Colonel Kagura Mutsuki, y-"

"Oh my god! You CANNOT have a party in your office!" Makoto snapped as she got in the man/Kagura's face, "What the hell is wrong with you?! Are you stupid! No. I _know_ you're stupid! But you're like, the top stupid in the world!"

"Ugh...I said don't yell…" Kagura winced once more, "But...if you insist, at least make it about those amazing breasts of yours. Just give me a peek...or two."

"..." Gwen took a deep breath, trying to remain calm. When she first heard about Kagura from Tager, she thought he was gonna be a wise, polite gentleman or something. Not this….this...perverted slacker.

"Ugh...Absolutely not," Makoto frowned as she crossed her arms over her chest, "Especially not after leaving us hungry in prison like that. We had just ordered a pizza too before those guys captured us."

"To be fair, I was eating, drinking, and dancing," Kagura countered before chuckling a bit "Man, that was fun…"

"And us?" Makoto asked, motioning to herself and the others.

"Completely forgot...my bad."

"..." Makoto's eye began to twitch violently as she threw her cloak off, strapping her tonfa on, "You're dead!"

"Hold on, n-!" Kagura began before Makoto punched him square in the gut, making him drop the glass he had just picked up, "Oof! ...My tequila!"

"Oh...oh my…" Noel whispered a bit at the site, Tager just shaking his head a bit as he let out a sigh.

"Hmm?" Kagura raised a brow as he looked over at Noel, "...Oh ho. I don't believe we've met," he smirked as he walked over and scooted Noel closer to him, startling the shy blonde a bit, "I'm Kagura...Kagura Mutsuki. A pleasure to finally meet you, Noel Vermillion."

"...A...ano...h-hai!" Noel nodded, blushing a bit as she moved back and saluted, "It's my honor to make your acquaintance, Colonel Kagura Mutsuki! I am Lieutenant Noel Vermillion! ...Demo…" she began to poke her two fingers sheepishly, "I guess I'm not a lieutenant anymore…"

"Hey, it doesn't really matter…" Kagura shrugged before moving Noel closer once more, "It's alrighty if I call you Noel?"

"...i...if that is what you prefer, Colonel...th-then that is acceptable," Noel replied, blushing a bit.

"Hey now...no need to be so uptight," Kagura assured her with a small smile, "You can call me Kagura, babe."

"...Did you just seriously call her 'babe'?" Gwen asked with a slight annoyed frown, earning his attention.

"Ahh...you must be Gwendolyn Tennyson," Kagura grinned as he moved over to her next, "A pleasure to meet such a lovely mahoutsukai like you."

"...I appreciate the compliment, Kagura-san…" Gwen began, slipping a bit into Japanese as she gave him a stern look, "But I'd rather see you control yourself and act like what your title suggest."

"Hey it's fine...we can just…" Kagura began.

"I'm already spoken for," Gwen stated as she motioned to Kevin, who was giving him a rather annoyed look as he cracked his knuckles.

"Woah...I know not to step over that line," Kagura slowly backed away from her before wrapping his arm around Noel, "It's fine. I got Noel here to help cheer me up. Right, babe?"

"...A...ano...h-hai?" Noel nodded in slight confusion.

"Noel...you realize he keeps calling you babe," Makoto deadpanned.

"What? Jealous?" Kagura asked as he looked over at the squirrel girl, "Want me to call you babe, too? Huh, babe? Oh. Maybe you'd prefer 'doll'? That one's popular out here these days."

"Ugh! God, you are foul!" Makoto exclaimed in disgust.

' _Tell me about it,'_ Gwen and Tsubaki thought in unison.

"Come on...you still angry at me…" Kagura paused as he shot her a small grin, "Lover Number Three?"

"...What?" Ben blinked at that, feeling a slight twinge in his heart suddenly.

"...Not the appropriate time but...called it," Kevin spoke up before he quickly ducked under a chair tossed at him.

"SHUT IT, LEVIN!" Makoto snapped, her face engulfed in an embarrassed, yet angry blush.

"...M...Makoto? D...did hey say 'lover'?" Noel asked, making Makoto tense up.

"...Makoto…." Tsubaki began with a frown.

"D-don't listen to him! He's a liar! A big fat fucking liar!" Makoto exclaimed.

"Oh, come on...I'm shocked that our romantic night together meant so little to you…" Kagura said in a fake hurt tone.

"Oh my god! That NEVER happened!" Makoto snapped, her face blushing brighter at that as she punched him harder in the gut.

"...R...r….romantic night?" Noel repeated, a blush forming on her own face, "O...oh my…"

"Makoto, how could you do such a thing…?" Tsubaki sighed in disappointment.

"Listen to me, Noel, Tsubaki! Just ignore everything this creep says!" Makoto exclaimed, begging for Kagura to shut up.

"...Ohh! I just got a great idea for a new poem!" Noel gasped out as she pulled out a pen and paper, "'A night, warm as the summer breeze...under th-Mmmf! Mffff mfff mffffufuffff!"

"You are doing this on PURPOSE, Noel!" Makoto hissed as she held her hand over Noel's mouth.

"Ow….jeez...woman are so difficult...aren't they, Red Devil?" Kagura asked Tager, wincing as he held his gut, "Been awhile since I've seen you too, hasn't it?"

"Spare me the pleasantries," Tager stated as he looked at him, "Where is Kokonoe?"

"The basement."

"The basement?" Tager repeated.

"This place has a basement?" Ben raised a brow at that.

"This totally huge package gets here, and the moment it arrives, she said 'I'm going to assemble that,'" Kagura quoted, ignoring Ben's question for the moment, "Haven't seen her since."

"...I see," Tager noted, "How does one get to the basement? I haven't been able to contact her for days now, so I'm worried."

"Oh...sorry about that," Tager jumped a bit when he looked over his shoulder to see Kokonoe standing there,"I set up a interference device, so communications couldn't get through."

"Kokonoe!" Tager gasped a bit.

"Tager, Nanaya, Vermillion, Yayoi…" Kokonoe greeted as she walked by them, "...Dumbasses one and two…"

"Bitch…" Kevin frowned before Gwen elbowed him hard in the gut, "Ow!"

"Finally, the groundhog emerges," Kagura noted before blinking a bit, "Wait. Where did you pop out from?"

"That room over there," Kokonoe replied, jabbing her thumb over at an opened doorway.

"...Wait. That's MY room!" Kagura exclaimed.

"Yup. It was the perfect site," Kokonoe nodded, pulling out a lollipop from her coat pocket before unwrapping it and popped it into her mouth, "I took the liberty of remodeling it into an elevator."

"You what?!" Kagura gawked as he ran into the opened room ,"What have you done to my pad?! I can't have the ladies in here! Where did you put all my stuff?!"

' _I shouldn't be enjoying this right now, but...aw screw it. After what happened a minute ago, I can't help but enjoy it,'_ Makoto thought with a small girn.

"Anyways...down to business," Kokonoe spoke up as she looked over at Noel, "You're Noel Vermillion, correct?"

"H...hai."

"Good...then come with me," Kokonoe stated, making Noel tense up when the catgirl grabbed her arm.

"Oh no!" Noel yelped as she got out of Kokonoe's grip and hid behind Tsubaki.

"...What? What's wrong?" Kokonoe asked with a raised brow.

"G...gomen….j-just please….Don't upgrade me," Noel gulped nervously.

"...Upgrade?" Kokonoe repeated, not paying attention to the snickering Makoto right now, "...The hell are you talking about?"

"W-well….T-Tager-san said that you constantly want to upgrade people," Noel replied, making Tager tense up a bit.

"...Tager…" Kokonoe began with a slight frown.

"No, I…" Tager paused for a moment to clear his throat, "I just stated a frank opinion of you…"

"By which he means he was calling you an over controlling bitch, more or l-" Kevin began before Gwen stomped on his foot, "Ow! What?! It's true!"

"...Is that so…." Kokonoe frowned further as she gave Tager a stern glare.

"W-wait! Let's talk about this first!" Tager raised his hands up in defense.

"...Whatever," Kokonoe scoffed a bit as she turned around, "Noel, just...come with me."

"...y….you won't...upgrade me?" Noel cautiously asked.

"Keep wasting my time, and I _will_ upgrade you," Kokonoe frowned.

"H-hai! L-let's go!" Noel yelped as she followed her into the next room.

"...Phew…" Tager sighed in relief a he calmed down.

"Oh, and by the way, Tager? We're going to discuss my 'franky opinion' later," Kokonoe stated, making Tager tense up once more.

"...I'm doomed," Tager slumped.

"...You're not the only one," Tsubaki spoke, making Makoto tense up as she stopped laughing, "Makoto, explain...now."

"...Mou...fine," Makoto sighed, "I worked alongside him for a while, we got to know one another, went out once or twice for a few drinks of sake, and next thing I know? I wake up with my top missing and him sleep-fondling the girls in his bed. I mean he….UGH! God he is fowl!"

"...I have to agree," Tsubaki sighed, "If he really is the current head of the Mutsuki Family...I dread of what'll become of the Duodecim."

"Exactly!" Makoto exclaimed, " I mean, Ben, Kevin and Gwen gotta agree right?!"

"Yep," Kevin nodded.

"No doubts about it," Gwen agreed.

"Maybe I should introduce him to Atomix or, even better, Toepick."

"...See? I-" Makoto began before Noel walked back in, Kokonoe following behind her, "...Wow."

Noel's new outfit seemed to somewhat resemble her old one, but doing away with the sleeves, replacing it with a sleeveless collared cloth, leaving only a pair of white gloves, and a mini-skirt with the him a golden-yellow color. She now wore two large holsters on her back, which housed her guns Bolverk. She had also done away with her beret, letting her long blonde hair flow freely with the addition of two blue-colored headpieces on opposite sides.

"H-how do I look?" Noel asked, blushing a little as she stood there.

"You look awesome, Noellie!" Makoto gave a thumbs up with a cat-like smile.

"It does look good," Tager commented.

"You look great, Noel," Tsubaki nodded.

"Agreed," Gwen nodded.

"Cool," Kevin nodded.

"You look nice, Noel," Ben commented.

"A-arigatou. Demo…" Noel paused as she looked at her outfit, "A...am I showing a little too much skin?"

"Nope!" Makoto replied.

"And you should know," Tsubaki rolled her eyes.

"S...soka…" Noel noted before turning towards Kokonoe and bowed a little, "A-arigatou, Kokonoe-hakase."

"Eh. No…" Kokonoe began with a shrug before Makoto rushed up to her.

"My turn! What do you have for me, hakase?!" Makoto asked with a cat-like smile.

"...Here," was all Kokonoe said as she tossed the Beastkin a black and orange zipper jacket with elbow-length sleeves, the cuffs of them black and white, and a semi-large gold zipper.

"...Nice!" Makoto beaked as she slipped it on, the lower half of it opened to reveal her midriff, "Hey. Pretty nice…"

"Kawaii! It looks good on you, Makoto-chan!" Noel commented.

"Thanks, Noellie!" Makoto smiled, "...Oh! You have anything for Tsubaki-chan, Kokonoe?"

"What's wrong with what I have on?" Tsubaki asked.

"Well for one, you can't be just meandering around in NOL uniforms, especially here," Kokonoe stated.

"I...I suppose you're right," Tsubaki admitted.

"Good. Follow me into the next room," Kokonoe ordered as she began to walk off, "And while we're at it, I'm gonna do a quick scan of you to see if there were any side effects."

"Side effects?"

'Nevermind. Just follow me in here."

"...okay…" Tsubaki slowly nodded as she followed the cat girl into the next room.

"...When she meant here, was she referring to the NOL Base?" Ben couldn't help but ask.

"No," Tager shook his head, "Do not forget Benjamin that we are in Ikaruga. Kazamotsu, the place we originally arrived in, is far better than the other cities."

"...Wh-why's that?" Noel asked as everyone looked at him.

"...Nanaya?"

"Hai…" Makoto nodded, making Noel look at her, "Noel...it was a few years ago that Ikaruga was at war with the NOL."

"Ah...!" Noel gasped a bit at that.

"Correct…" Tager nodded, "The people here maybe friendly on the outside, but they bear a deep hatred towards the NOL. There are even those who believe Ibukido's destruction was the result of an NOL attack."

"...Ibukido…" Noel whispered, a pained look on her face as she looked down, _'The place...I was created in...and rescued from….'_

"Noel…" Makoto whispered in worry.

Ben noticed the look on Noel's face as well, a concerned look soon growing on his own. Did something happen at this Ibukido place? Was...was tat where Noel was born?

"Back," Kokonoe spoke up as she walked back into the room with Tsubaki, the red head now wearing a cream-colored shirt with white feather-themed trimming, a cream skirt, and cream shorts, "Sorry about that. Took a bit longer than I expected...oh by the way, Noel. Don't remove that gear on your head. Got it?"

"Hmm?" Noel blinked at that, "Wh-why no-"

"Just don't."

"...O-okay," Noel nodded as Kagura walked back in, shaking his head.

"Kokonoe...what're you gonna do about that? When Hibiki gets back, there's gonna be a lot...of…" Kagura trailed off before he noticed Noel in her new outfit, "..."

"...Y-yes?" Noel asked, wondering why Kagura was staring at her before she was suddenly swept off her feet, "Eep!"

"Noel, Babe...did you know the light that emanates from something beautiful can cause a person to lose themselves?" Kagura asked, a suave look on his face as he looked Noel in the eyes, holding the shy blond close.

"H….huh?" Noel blinked, blushing a little.

"That is...your eyes...like lovely emerald pools…" Kagura whispered to her, making the shy blonde blush brighter, "Please...don't take your gaze off me. I want to get lost in them…"

"E...eh?! EH?!" Noel exclaimed, blushing brighter than a tomato right now.

"Oh god. He's one of _those_ types of pervs," Kevin gagged to himself.

"'A night, warm as the summer breeze…'" Kagura quoted, "...Wasn't that part of your new poem?"

"...Grr…." Makoto frowned as she strapped her tonfa on, about to walk over before Gwen beat her to the punch, "?"

"Please, Noel...I'd like to hear the rest of i-GH~~~?!" Kagura winced as he was suddenly tugged away from Noel's face by the ear.

"If she wants to finish it, it's up to her," Gwen informed, giving another tug on his ear, "Now please...kindly put her down, Mutsuki-san."

"But…" Kagura began before Gwen tugged his ear harder, "Gah! Okay okay! Just take it easy on the ear!" he grunted as he put Noel down.

"Thank you," Gwen nodded as she let go of his ear, letting him rub it as she walked back over to the others with a still blushing Noel.

"...First off; Thank you, Gwen-chan," Makoto nodded before looking at Noel, "Second off; That right there, Noel, is the kind of man you never let come near you. Got it?"

"H...hai…" Noel nodded.

"Aw geez...talk about an iron grip…" Kagura muttered as he rubbed his sore ear.

"We know your pain," Ben and Kevin couldn't help but admit. Gwen was scary when she was angry or stern, especially once he got a hold of your ear.

"Okay. If you're all finished picking on Kagura…" Kokonoe began.

"NEVAH!"

 ***Bonk!***

"Ow! Tsubaki…" Makoto muttered as she rubbed her head a bit.

"Let's get down to business," Kokonoe finished as he looked at the group, "WIth those outfits, you shouldn't have any trouble walking around the city. For now, go get something to eat."

"I will happily guide you around this great city," Kagura offered with a grin, giving the girls a wink, "I know quite a few fine establishments."

' _By which you mean places that sell alcohol,'_ Makoto thought with a frown.

"Oh, you do? Maybe w-" Noel began.

"No thanks! Let's go, minna," makoto spoke, pushing Noel out the door, "I know a better place we can go to. An all-you-can-eat."

"Good. I'm freakin' hungry here," Kevin commented.

"Kevin, y-" Gwen began before her own stomach growled, "...Okay me too."

"This place isn't expensive, is it Makoto?" Tsubaki asked.

" has the right price range," Makoto assured with a cat-like smile, "Plus they sell all kinds of desserts. Parfaits, cakes, pie, smoothies…"

"And just like that I'm sold," Ben spoke up as he walked up next to her.

"And the smoothie obsession kicks in," Gwen sighed a bit.

"Hey. I haven't had one in quite a while," Ben countered as the group left the room, leaving Kokonoe, Tager, and Kagura the only ones there.

"...Now we can get to business," Kokonoe spoke as she looked over at KAgura, "First off; I'm gonna need you to stop flirting with those girls."

"Flirting?" Kagura blinked, somewhat offended by the statement, "What do you mean? I meant every word I said."

"Where did you learn that nonsense?" Kokonoe frowned a bit as she reached into her coat pocket for something, "Let me check your head. Maybe I can make some upgrades to it."

"Nevermind that," Tager spoke up, "Kokonoe, we have some matters to discuss."

"...Hmm? Oh yeah...that's right…" Kokonoe muttered as she turned to face him.

""...Is it true?" Tager asked, a serious tone in his voice, "What you said when you contacted me before…"

"...Yeah. He ambushed me," Kokonoe sighed before growling a bit in frustration, "I can't believe those idiots on the committee would let that berserker out of his cage…"

"Wait. What're you talking about?" Kagura asked as he looked at the two.

"...Azrael. He's free."

"?!" Kagura tensed up at that, his eyes widening in slight fear, "Azrael? _That_ Azrael?"

"The very same," Kokonoe nodded, "The Mad Dog is out and about…"

"Nnngh!" Tager grunted out as his fist clenched up, "Did the Committee forget how much as sacrificed to seal that monster away?!"

"Woah woah woah. Easy on the floor," Kagura quickly advised before Tager could stomp his foot, "...Still, why would they release him?"

"Who knows? I can't imagine they let him out of his cage just for us," Kokonoe stated as she held her chin in thought, "They might be after something else...or rather... _two_ something else."

"Hmm?" Tager raised a non-existent brow at that.

"The first thing I can think of is the Azure Grimoire," Kokonoe stated, "Second thing...is Ben Tennyson's watch."

"Hmm? Why would they want something like that?" Kagura asked, "i mean, the Azure GRimoire I can understand, but why the kid's watch?"

"Trust me when I say this, Kagura. If it's in the wrong hands, specifically the NOL's….we could be looking at planet wide destruction, possibly even more than what the Black Beast did," Kokonoe stated, "But as long as Ben Tennyson doesn't lose that watch, we're safe….for now."

"Soka…" Kagura noted.

"Another thing I can think of is the Committee sent Azrael after me to try and take me out of the picture," Kokonoe continued her previous explanation, "Which could mean that they intend to take on the Library for real."

"Woah woah. That's treasonous talk right there," Kagura spoke up.

"Hmph. Like you're in any position to comment," Kokonoe scoffed, "No matter. Whatever their goal is, it doesn't change what we're doing."

"...Yeah. I'm counting on you, hakase. After all…" Kagura paused as he gave her a small smirk, "That's the only reason I signed up."

"You do realize you're gambling against the odds, you know."

"I know. That's the best kind of excitement," Kagura countered, his smirk growing a bit.

"What's the plan?" Tager asked as he looked at Kokonoe, who took a deep breath as her eyes opened up into a serious glare.

"...Defeat the Imperator."

* * *

 _SZ: Hoo boy...Took a while, but this chapter is up and done. Sorry about the prolonged chapters. It takes a while to write these out, especially once writer's block hits...and it hits. Me. HARD. But please be patient, minna. More chapter's for my other stories will be up soon...hopefully by this month. Anyways...I hope you enjoyed this chapter, and I have a bit of a challenge for you all. In your reviews (or PM it to me. Whichever works better for you), think of a song/BGM that'll fit for Ben, Kevin, Gwen, Aoiro, Karai, and Kira's themes. Reason I bring this up...well, I figured it would be something fun to do, so I'd like to see what you all suggest(as long as it fits the character and their personality). Until next time, I am Seanzilla115...and I bid you all a good day. Ja ne, minna-san._


	18. Rebel 17

_SZ: Hi. I don't have much to say really...just this. I don't own anything in this story except my OCs while Benfire(why do I keep bringing her up since I rarely use her?) belongs to the Ben 10 fan community._

* * *

"We've finally arrive in Ikaruga, sister…" Carl spoke as he and Ada arrived in what looked like a ruined city, wooden structures splintered and falling apart with statues missing large chunks, "But….there's something lonely about this place."

"..."

"This town...definitely isn't fit for anyone to call home…" Carl whispered as he looked around, "What h-"

"Oh-ho! How is my cute little disciple?" a voice spoke up from behind him, causing Carl to tense as he quickly turned around.

"B-Bang-san," Carl gasped a bit in surprise, seeing the rather burly ninja standing there, "What are you doing here?"

"I should be asking the same, Carl," Bang countered as he held his chin a bit, "What's the young master doing in a place like this?"

"...I uhh….have some things to take care of," Carl responded with a slight nervous chuckle, hoping Bang would buy that. If he told him what he was really here for, no doubt Bang will interfere.

"Soka, soka…" Bang noted as he looked over at Ada next, "Hm? Your sister appears to be also well."

"..." Ada said nothing as she stood there.

"Yes, thank you," Carl nodded, "She's a bit tired from the long trip, though."

"I'm sure. A long journey well traveled," Bang nodded back.

"..." Ada raised her head as she noticed someone approaching from behind Bang.

"Oooh….Hey, old man! Don't...run off….suddenly...like that…" the figure panted as they ran off, their voice sounding female as their large trench coat dragged against the ground.

"Hmm?" Bang raised a brow as he turned to look at the figure, "Oh! Ahem...sorry about that."

"..." Carl blinked as he looked at the cloaked figure, not sure of what to make of them really.

"Hmm?" the cloaked figure blinked underneath her hood as she looked over at Carl, "Who's this?"

"I'm glad you asked," Bang replied, a bit of a prideful smile on his face, "This is my second pupil, Carl Clover."

"Um...hello," Carl bowed a bit in response, "And to clarify, I'm not his second pupil, but I am Carl Clover."

"Hehhehheh…" Bang just chuckled at that before placing a hand on the cloaked figure's head, "And Carl, this is my third pupil, Platinum."

"Luna's not his third pupil at all. Luna's Luna," the now named Platinum...er, Luna stated bluntly, "Anyways, nice to meet ya." she stated before speaking in a rather timid male voice, "A-and me?" Platinum asked before quickly whispered to herself, "Quite you! You're gonna make things complicated." a small pout appeared on her...er...his face? "That's mean…"

"...Did...you say something?" Carl asked.

"Oh, no! Nothing!" Platinum quickly replied with a sheepish chuckle, "Nothing at all….but better question. What's with the huge doll?"

"...My sister is not a doll," Carl frowned at that, getting into position and order Ada to attack before…

"Stop it, Carl," Bang spoke as he stood in front of Platinum, a disapproving frown on his face, "She's just a child."

"The hell are you doing?!" Platinum demanded him before pointing at Carl, "And he's just a child too!"

"I apologize, but I forgot to introduce her," Bang stated, clearing his throat as he motioned to Ada, "This is Carl's sister...Actually, now that I think about it, I don't believe you've told me her name."

"Ada. Ada Clover," Carl replied, shooting a glare at Platinum.

"...Ooh…" Platinum said before she noticed Ada staring at her, "...What? I got something on my face?"

"..."

"What? What is it, sister?" Carl asked as he looked at the robotic puppet.

"..." Ada said nothing as she looked at Platinum, as if having a mental conversation with her...or rather, someone _within_ her.

"Well, anyways, I'm please you made it here," Bang spoke up, catching Carl's attention once more, "I'm afraid I can't show much hospitality, but I welcome you to Ikaruga!"

"...Thanks y-" Carl began.

"Tch! What're you talking about, old man? Luna doesn't have to listen to senile old fogies drone on," Platinum scoffed, making Bang stumble for a moment before clearing his throat.

"Did I forget to mention?" Bang began with a bit of a smirk before motioning to the area around them, "This is my home town, where I was born and raised! The 8th Hierarchical City Wadatsumi!"

"Oh?" Carl blinked a bit, "This is your home?"

"..." Platinum looked around for a moment, "You guy have really lapsed on the caretaking here…" she stated bluntly before the male voice returned, "Luna…" she frowned before cringing a bit, "Err...sorry."

"Hahahaha! That's quite alright," Bang chuckled as he patted Platinum's head, "It's true. It is nothing but rubble. Though, while the town itself may be dead and gone, its spirit is still thriving even now. In my heart, and inside the heart of the people of Ikaruga!" he then brought both Carl and Platinum closer to him, "So don't look so glum, kids!"

"...Well, if you say so…" Platinum whispered before Bang let them go.

"I'd love to give you the full tour, Carl, but as you can see, there's not a lot to show off right now," Bang added before clearing his throat, "Anyways, what are you two up to?"

"Oh. Well, I need to get to Yabiko, so…" Carl began as he turned around, "If you'll excuse us."

"Luna has a few things to do too. So for now, Luna's heading to Kazamotsu," Platinum stated as she turned around.

"Is that so?" Bang questioned, "...Very well. That I guess it's farewell and godspeed!"

"Well then, Bang-san...until next time," Carl said as he and Ada began to walk away, the robotic puppet giving one last look before turning back around.

"Catch ya later, old guy. It's been fun," Platinum said as she began to leave next, the male voice returning once again, "See ya, Bang…"

"Until next time, third pupil," Bang nodded before he was bonked on the head, "Gh!"

"Luna is _not_ you pupil…" Platinum growled out in the female voice, removing the wrapped up staff from Bang's head as she began to walk away.

"...They're gone…" Bang whispered as he rubbed his head a bit, "Pity. I would've liked to see Carl and Platinum get along. But for now…" he paused as he turned around, looking at the ruined castle in the distance, "Let's see about finding Lord Tenjo's legacy."

* * *

"Whew! God I needed that," Makoto sighed in relief as she and the others walked through the hallways of the NOL base, "Ben, thanks for paying for the food. I would've asked Tsubaki, but considering how big the bill was..."

"Be thankful Ben was able to transform into Diamondhead before we went inside," Tsubaki frowned a bit at the Beastkin, "With the money I had on me, I doubt I would've been able to pay for all that."

"But...aren't you like rich or something?" Kevin asked.

"Yes, but remember, Kevin-san; I'm on the NOL's most wanted list," Tsubaki reminded him, "If I attempted to try, no doubt we'll be caught and all our assets will be frozen for going against the NOL."

"...Fair enough," Kevin shrugged.

"You feeling any better, Noel?" Gwen asked as she walked alongside the shy blonde.

"H-hai, Gwen-san," Noel nodded before she looked over at BEn, "demo...Ben-san's been rather quiet since we left."

"...That's a good point," Gwen admitted as she looked over at Ben, "Ben? Are you okay?"

"Hmm?" Ben blinked for a bit as he looked over his shoulder, "Yeah. Just thinking is all…"

"I see," Gwen noted.

"Yeah…" Ben nodded before he noticed the door to Kagura's office, "...Excuse me. I need to check something real quick."

"Okay," Gwen nodded, "Kevin and I need to discuss something anyways."

"We do?" Kevin raised a brow at that before Gwen shot him a look, "...Oh. Oh! Yeah. We'll catch up with you later."

"We need to discuss something as well," Tsubaki spoke up, "We'll be in our shared room if you need anything, Ben."

"It really was nice of Kagura-san to give us our own room," Noel said as the group began to split up.

"Probably to make up for keeping us locked up all night," Makoto shrugged, _'That, or he wants easy access to us so he can hit on us...like I'd let that perv in there.'_

"Possibly," Tsubaki nodded as the three walked away.

Once everyone was gone, Ben began walking towards the door leading into Kagura's office, curious to see if Kokonoe was available or not. Reason is he had a few questions to ask the cat girl, mainly about Aoiro and Karai if she had any info on them. After what happened in Kagutsuchi, Ben needed to be ready and prepared just in case he or the others ran into them. He was about to knock the door before...

"...So Yuuki Terumi's here," Kokonoe's voice spoke from inside the room, causing Ben to halt in pressing his fist against the door, "That settles it then."

' _Huh?'_ Ben mentally blinked at that, cautiously leaning against the doorway to listen in.

"The Imperator's coming, I take it?" Kagura guessed.

"Yup. There's no doubt about it," Kokonoe nodded, "The problem all comes down to timing."

"Timing, huh?" Kagura noted a bit, "...Oh, by the way, there was someone with him. Some cloaked figure."

' _Cloaked figure?'_ Ben mentally repeated, pondering for a moment before his eyes widened a bit, _'That A guy…'_

"Soka...no doubt he's an ally to Terumi…" Kokonoe frowned, "If so, I have a rough idea what they're planning to do...but I don't know what means they'll use to do it."

"What means?" Kagura asked before sighing a bit, "Without knowing that, we'll always be playing catch up, that's for sure."

"True...but it's not just them I'm worried about," Kokonoe admitted, "Aside from Alpha, Beta, and Gamma, I managed to detect two more Murakumo signals in Ikaruga."

' _Two more?! Three of them was bad enough…'_ Ben mentally groaned.

"Seriously? There's two more roaming about?"

"Yup. And you might know these two well," Kokonoe nodded, "Delta-04, aka Asuka the Crimson Flame, and Epsilon-05, aka Sakuya."

"...Asuka and Sakuya….th-they're still alive?" Kagura whispered in slight surprise, "But...I thought they had died during the war when Azrael attacked."

"I thought so too, but it seems they managed to survive somehow," Kokonoe stated, "I can't get a reading on where Sakura is, but I do know where Asuka is."

"Where?" Kagura asked, Ben hearing the sound of paper's ruffling in the room, "...Huh. Guess we'll be killing three birds with one stone here."

"That is _if_ she's willing to cooperate with us," Kokonoe stated.

"Huh….shame if it had to come to that. Asuka's a cutie when she wants to be," Kagura smirked.

' _Ugh…'_ Ben mentally gagged a bit at that. Ben could definitely tell why Makoto doesn't like this guy. He was a lazy pervert, and yet he's a high ranking officer in the NOL? Why though? Ben will never know...but he couldn't help but ponder what Kagura and Kokonoe were talking about.

"...But in all seriousness, we need to get people like her and Sakura on our side," Kagura stated, a serious tone in his voice, "Especially Sakuya. In the world I want to shape, I need good people like her and Tsubaki."

' _Wait what?'_ Ben blinked at that, a bit taken back at the serious tone Kagura's voice took, _'World he wants to shape? What could he mean?….wait, is he…?'_

"...speaking of Tsubaki Yayoi, it's a good thing we have her," Kokonoe spoke up, snapping Ben out of his train of thoughts as he resumed listening in, "The Izayoi will come in handy later, given how it can draw in the electromagnetic spectrum, which renders any observational devices useless. Bit of a double edged sword since it'll affect my equipment as well, but I can fix that. We also have another trump card here...that Ben kid's watch."

"Hmm? His watch?" Kagura repeated.

"That's correct. In fact…" Kokonoe paused for a moment, "Why don't you ask him yourself?"

' _...Wait. What's g-?'_ Ben mentally began before the door opened, making him tense as he fell back a bit, looking up to see Kokonoe glaring at him, "...uh...I can explain?"

"...Get in here," Kokonoe frowned as she dragged him into the room, "First off; how much did you hear?"

"...Right up to the part where you mentioned Terumi and A," Ben replied.

"Soka...wait. A?" Kokonoe raised a brow at that.

"The cloaked figure you and Kagura mentioned. Kevin, Gwen, and I ran into him back at the Kagutsuchi NOL branch," Ben explained, "Can't recall much, but he more or less said he was a 'friend' of the NOL."

"...I see…" Kokonoe noted with a slight frown, "So I was right about that…"

"Okay, seriously. What's going on here?" Ben asked as he looked at the two, "With the way you two were talking, it sounds like you two are up to something suspicious."

"And yet you were listening in on us," Kagura countered.

"...Touche," Ben shrugged a bit, "But seriously, what're you two talking about here?"

"...You sure you want to know?" Kokonoe asked, earning a nod from Ben, "...Ugh...fine. I was hoping to explain this once we got everyone together….I won't go into much detail, but basically, we're going against the Imperator."

"Really?" Ben raised a brow at that as he looked over at Kagura, "But...aren't you…?"

"Let's just say there's a few people in the NOL that don't agree with the Imperator," Kagura stated, "Myself included. But in order for us to take her down, we need a few key players, which includes Noel and Tsubaki."

"I see," Ben noted, "...Still, I don't understand why my Omnitrix is needed for this plan."

"Omnitrix?" Kagura repeated with a raised brow.

"His watch," Kokonoe stated, "Basically from what I gathered, it lets him transform into different forms...albeit stupidly named ones, but still."

"Yeah...wait. I don't…" Ben began.

"You named one of them 'Atomix'. Tell me that's not stupid," Kokonoe countered.

"..."

"...Whatever," Kokonoe rolled her eyes, "Look. My point is with that watch, you're one of our trump cards just in case things get serious. You've dealt with Terumi and a Murakumo unit and managed to not only survive, but beaten the latter, so you're more or less a valuable asset when the time comes."

"...I don't have much of a choice in this now, do I?" Ben asked.

"Nope. Once she's set her mind on something, it's hard to get her to change it," Kagura replied.

"...Hmm…" Ben pondered this for a moment. If he helped out, not only will be lending a hand in stopping the NOL, but figure out who this A guy really is, and find out what his motives in this world are, "...Alright. I'm in."

"Awesome," Kagura smirked as he pulled Ben over, "Can't wait to start working with ya, Benji."

"Please don't call me that," Ben deadpanned.

"Why not? We're in this together now, so I'll call you whatever I want, Benji," Kagura countered.

' _Oh brother…'_ Ben mentally facepalmed.

"Ahem!" Kokonoe cleared her throat, catching their attention as Kagura moved back from Ben a bit, "If we're done getting off track, let's get back to business. Once Tager wakes up, w-" she paused when the door opened up, Tager ducking under the doorway as he walked inside, "Speaking of the devil.. How's your body feeling, Tager?"

"No problems. Though…" Tager paused as he raised one of his arms a bit, "It feels slightly heavier than before."

"The frame is cast from a new material. Slightly more emphasis on endurance over mobility, so the weight increased about 5%" Kokonoe explained, "Of course, you gained a 10% increase in Artificial Causality Phenomena Weapon output. It might be a little awkward to start, but you'll get used to it."

"I see….understood," Tager nodded.

"Good, now listen up. I have a job for you," Kokonoe said as she pulled out a small device before activating it, showing a holographic map of the entire city with one area highlighted, "It's faint, but I managed to detect the energy signature for Epsilon-05. Your job is to detain her by force if necessary. Knowing Epsilon, she won't come along quietly, so be cautious."

"I see...Very well. I will keep in contact in case anything goes wrong," Tager stated as he walked off.

"...Before you ask, we need her for our plans against the Imperator," Kokonoe stated before Ben could even ask, "I won't go into full detail until everything is set and ready, but she'll be an asset in going against the other three Murakumo units."

"Oh...I see," Ben noted, blinking twice.

"Yeah. Kokonoe's pretty straight to the point, but also wants to remain secretive," Kagura whispered to him before looking over at the catgirl scientist, "By the way, who's that girl that was hanging on to Tager when he came in?"

"Huh? Girl?" Ben repeated before Kagura pointed at the ground, making him look to see a young woman as she began to stand up.

The young woman in question had long, auburn hair that was tied into a ponytail with a red ribbon, and soft pale skin. She wore a plain long-sleeved white shirt with gold rimming across the collar and sides with black and gold cuffs, a small opening revealing her navel, a frilled black mini-skirt with golden line crossing the hem and was held in place by a small golden buckle, and a pair of soft brown dress shoes. She also wore what looked like a black cape with golden lining that reached the small of her back.

"Teehee. Good morning, Kokonoe," the young woman greeted with a slight giggle.

"Oh. You're awake," Kokonoe noted as she looked at the young woman, "Are you feeling well?"

"Oh yes. All systems ready and raring to go," the young woman nodded.

"...I'll take that as a 'no'," Kokonoe sweatdropped a bit.

"Uhh, excuse me?" Kagura raised a brow.

"Um...some introductions please?" Ben asked, wondering who this mysterious young woman was.

"Hmm? Oh...right. I hadn't introduced you yet," Kokonoe noted, "I mentioned her earlier while Makoto Nanaya and her friends were out. This here…" she paused as she placed a hand on the young woman's shoulder, "Is out main trump card."

"Main trump card?" Ben and Kagura repeated.

"I'll explain when it's time," Kokonoe replied, "Right now, I have my own business to take care of."

"Ahh...okay then," Kagura nodded, "By the way. I think Hibiki should be getting back pretty soon. I appreciate you handling that."

"If I'm able to…" Kokonoe said as she turned to look at that young woman, "Hey, Celica. We're going."

"Okay."

"Oh? So this girl's name is Celica?" Kagura asked, a bit of interest in his voice.

' _He's gonna hit on her, isn't he?'_ Ben thought in annoyance.

"Oh. I haven't introduced myself properly, have I?" the girl noted with a slight giggle before bowing a bit, "I'm Celica A. Mercury. Nice to meet you both, Kagura. Ben."

"Wait. You know our names?" Ben asked with a raised brow.

"Of course. Kokonoe informed me about you," Celica nodded.

"Oh...well, nice to meet you as well," Ben nodded.

"Celica A. Mercury…" Kagura whispered to himself, a slight look of suspicion on his face as he pondered for a moment, "Celica A. Mercury...could she be…?"

"Uh, Kagura," Ben spoke, snapping Kagura out of his thoughts.

"Oh...right," Kagura quickly nodded before looking over at Celica, "Yeah. Nice to meet you as well, Celica."

"Is it really necessary to greet each other?" Kokonoe asked bluntly.

"Of course," Celica nodded, "Greetings are fundamental. First impressions are very important, and the first impression of all is a respectful greeting."

"Soka….well I guess I don't give a shit what people think of me," Kokonoe stated bluntly, "Oh, and Kagura?"

"Yeah?"

"I'm stepping out for a bit. I'll be back soon."

"...Stepping out?" Kagura repeated, "I just asked you a second ago to handle Hibiki for me."

"And I said 'if I'm able to,'" Kokonoe countered as she began to walk off, "Let's go, Celica."

"See you later, Kagura. Ben," Celica waved to the two as she followed Kokonoe.

"...Yare yare daze…" Kagura groaned as he sat down, "Honestly...she's such a pain to work with sometimes."

"...from what I've seen, yeah...I could tell," Ben couldn't help but agree, "...by the way, surprised you didn't try to hit on Celica."

"Hmm?" Kagura raised a brow at that, "What makes you say that?"

"Considering you were hitting on the girls and my cousin not too long ago, I figured you were going to hit on her as well," Ben answered.

"Ahh...fair enough," Kagura shrugged before gaining a serious expression, "But in all seriousness, there's something about Celica I found both suspicious, and familiar…"

"Familiar?" Ben repeated, "Familiar how?...Ex-girlfriend familiar?"

"No no no. Not that," Kagura shook his head, "Her name...I swear I've heard it somewhere before…"

"...You sure she's not a-" Ben began.

"I've returned, Colonel."

"Woah jeez!" Ben yelped as he jumped back, quickly turning around to see someone standing behind him.

"Oh...you're back already, Hibiki," Kagura noted as he looked over at the figure.

"I am," Hibiki nodded before looking over at Ben and bowed a bit, "I apologize for startling you. I had just returned from a mission, and spotted you talking to Lord Kagura. I did not want to interrupt your conversation."

"I-it's fine…" Ben nodded, holding his hand over his chest as he panted, ' _I didn't even hear him come in. Is he some sort of ninja like Shadow Edge or something?'_

"Anyways, Lord Kagura, I've returned with Jin Kisa…" Hibiki began before he noticed the state of the room, "...You had a party while I was gone, didn't you?"

"What? No…"

"..." Hibiki said nothing as he held up a piece of women's clothing, "Explain this then."

"That could be anyone's."

"..."

"...I'm….still in trouble, aren't I?"

"What do you think?" Hibiki asked with a frown.

"...Nuts."

* * *

"Remind me again. Why are we here?" Aoiro asked as she, Kira, and Karai were sitting at a table within a Chinese restaurant.

"Because we're gonna be here for a while, I figured it would do us some good," Karai answered, "Besides. Not that Kira's complaining."

"Hmm…" Kira muttered as she looked at a menu, "Strange choices for the menu here. Pizza...burgers...I thought this was a oriental establishment?"

"Oh they are. They just sell other kinds of food here," Karai stated.

"Oh...then maybe a pizza to start off then."

"Nice...oh! Maybe we can get one with ham, sausage, and bacon!' Karai grinned.

"Meat lovers…" Aoiro spoke, catching her attention, "You want a meat lovers, Karai."

"Nah. I want to taste all the animals they have," Karai grinned, "My teeth sinking into that juicy meaty flush...oohh~"

"They come from the s-" Aoiro began in a deadpan.

"Ohh! Maybe a Hawaiian pizza instead!"

"...Hawaiian?" Kira repeated as she put her menu down, "I am unfamiliar with that variety of pizza."

"Oh it's the best," Karai gave a toothy grin, "It's one half ham, and one half pineapple."

"...excuse you and your entire Beastkin race?" Kira frowned dangerously at that.

"What? What's up your butt?" Karai asked.

"Why would you ruin a pizza with pineapple?"

"What?! No! It's actually pretty good a-" Karai began.

"It's an abomination!" Kira snapped as she stood up, "Why would you put a sweet and juicy fruit on top of a hot and salty pizza?" she then held up a hand to Aoiro before she could speak, "And I know tomato's count as fruit, so do not correct me."

"...understood," Aoiro nodded a bit, _'Maybe it's best she doesn't find out about the kind with...ugh, peas and mayonnaise on it.'_

"What's got you so butthurt about pizza all of a sudden?" Karai asked, "You never showed any emotions before the upgrade. Like...none at all."

"...In case you didn't know, sister, _I_ am an epicurean," Kira stated, "Meaning I judge food by how it taste, what contents are on it, and to see if it is edible or not." She then pointed a accusing finger at Karai, " _You_ however just wolf down anything in front of you, especially meat."

"What do you expect? I'm a fucking dragon girl!" Karai argued, "...Actually meat sounds pretty good. Mind if we get some steaks?"

"...Hmm…" Kira pondered for a moment as she sat back down, "Now that you mention it...I could destroy a city for a good old fashion T-bone. Wait no, sirloin! No filet mignon!"

"To be honest, I can recommend the ribeye personally," Aoiro admitted.

"When the waiter gets here, tell them I want a porterhouse steak cooked medium rare with chili powder and cayenne pepper, onions on top, and a side of sweet potato fries," Kira ordered before giving a slight frown, " _No_ Asparagus. For every piece I find, I will use a whip on you both."

"Yesh. noted," Karai cringed at that, _'Okay...add overcontrolling dominatrix to that list.'_

"MEEEEEEOW! This pizza bun is delicious, nya~!' a voice beamed, "Hey, good guy! You shouldn't hold back either!"

"It's MY money!" another voice snapped.

"?!" the three tensed up, instantly recognizing the second voice as they turned to see a familiar white-haired man sitting at a table a few feet away from them, his eye twitching as he looked at the Kaka clan catgirl that was currently pigging out on the food laid out on the table.

"...Onii-sama…" Aoiro whispered with wide eyes.

"..." Kira frowned as she was about to get up, only to sit back down in frustration, _'Damn it...so close, and yet it had to be in a public establishment like this.'_

"Fucking hell…" Karai muttered as she looked at Taokaka eating all the food on the table, "Where does she keep all that? In those huge boobs of hers?"

"...You're mistaken, Karai. She…" Aoiro began.

"She's wearing bindings," Karai interrupted, "I can tell the difference….still god damn."

"...why do I even bother…?" Aoiro sighed as she rubbed the bridge of her nose.

"Woah!" Ragna yelped as he moved his plate away from Tao's hands, "Nice try, short-stack. This is _my_ food."

"Nyuhuhu...impressive," Tao chuckled before she resumed eating.

"...What should we do?" Kira quietly asked her fellow Murakumo units.

"Personally, I say we grab Onii-sama, drag him into the nearest alleyway, and…" Karai began with a perverted grin.

"No. It'll cause too much a scene," Aoiro stated….despite the fact she was picturing herself in that moment before quickly shaking it off, "We follow him to see what he's up to. If he's all alone, we interrogate him ourselves."

"...And the Kaka clan member?" Kira asked.

"Knowing Karai, she'd probably have her way with her," Aoiro answered with a sigh.

"Damn straight I would," Karai grinned, "Haven't had one before too….in fact, I'm curious about what they look like underneath those hoods of theirs. Think they have human faces and animal ears like Makoto Nanaya~?"

"...that….is a good question honestly," Aoiro couldn't help but admit before she heard Ragna speaking, "Shh. He's saying something."

"Looks like my wounds have healed," Ragna noted as he looked at himself, unaware of the three listening in on him, "And the bone's reconnected...my body still feels a bit sluggish though. Soaking in those hot springs sure did heal my wounds quickly."

"WHAT?!" Karai snapped before Aoiro and Kira pulled her down just before Ragna looked over.

"Keep it down," Kira frowned, "You almost gave us away."

"I can't help it, okay?!" Karai hissed as she bit down hard on a napkin, crying waterfall tears as she did, _'God fucking damn you, stomach! You kept me from seeing onii-sama in a hot spring!'_

"Most likely the hot spring he was mentioning belonged to the Kaka clan, meaning it would've been impossible to find him," Kira stated, causing Karai to bite down harder on the napkin until it was torn in two, "...Aoiro, check and see if he's still there."

"Right…" Aoiro nodded as he quietly peeked out from behind the table, "...He's up, but it appears he bumped into someone."

"Huh? Wh-" Karai began as she poked her head out, seeing Ragna looking at the tan-skinned, curvaceous woman standing before him. _'...He-hello Vitamin T and A~!'_

"What's your problem?" Ragna asked, glaring a bit at the woman.

"...Nothing. I thought I recognized you," the woman responded, "I do have a question though. Hypothetically, let's say I ran into the Grim Reaper, the SS-Class Criminal with the highest bounty in history on his head. What do you think I should do?"

"...Pretend you never saw him," Ragna answered, a slight frown on his face as he reached for his sword.

"...I see," the woman noted, "Well, I'm not a Vigilante. I don't like engaging in pointless fights. If that should ever happen, I'll be sure to follow your suggestion."

"...That's a good idea," Ragna nodded.

"More importantly, check out those naughty hot pants!" Tao spoke up, "Very risque, butt lady!"

' _I would've gone with Tits &Ass McGee, but I'm not complaining,' _Karai thought with a perverted grin before she and Aoiro watched the woman punch Ragna in the gut. "..."

"...Karai, don't y-" Aoiro began.

"Eh. I'll allow it because she's hot," Karai shrugged, causing her sister to blink a bit in a bit of surprise.

"I am not naughty," the woman frowned dangerously.

"Ack! O-oi oi! I'm not the one who said it!" Ragna coughed. "And more importantly, should you even be wearing that butt floss?!"

"...Wh-what?" the woman stammered, a bit of a blush on her face, "B-butt floss?"

"What? It's a descriptive term!" Ragna argued a bit. "Besides, we can see your entire ass! I mean, if you got it, flaunt it, but you can't deny the description."

' _I'm certainly not~'_ Karai thought as she looked at the woman's shapely rear, a bit of drool escaping her lips as she stared.

"Th...this is SO not butt floss!" the woman argued, her blush increasing. "I mean, it's for maneuverability! I-I-I mean, I'm not trying to 'flaunt' anything!"

"You're embarrassed, but it's too late! I've already seen everything," Ragna countered. "It's impossible _not_ to stare."

' _Oh, yeah~ I can stare at dat ass all d-'_ Karai mentally began before Aoiro dragged her back under the table by the ear. "Gh?!"

"That's enough 'peeping' for you," Aoiro whispered with a frown.

"What did you find out?" Kira asked.

"Well, aside from Karai staring at this woman like a piece of meat, w-" Aoiro began.

"D-don't make fun of my unit's uniform!" they heard the woman snap.

"...I'm not missing this," Karai whispered, releasing herself from Aoiro's grip and peeked out once more, making sure to not be seen.

"You joined a unit with butt floss for a uniform?" Ragna asked.

"...My name is Bullet. Remember that," the woman stated with a dangerous frown. "Next time we meet, I won't show you mercy...Grim Reaper."

' _Bullet, eh? Heh. With a body like that, she might call herself 'Magnum,' 'cause damn that booty~!'_ Karai grinned, ignoring the sparks flying between Ragna's and Bullet's eyes as they glared at one another. _'Also Butt Floss...that's my pet name for her when I get her all alone with me~ohh~getting wet just thinking about it~'_

"Karai…" Aoiro and Kira hissed as they dragged her back under the table.

"Don't even think about it," Aoiro frowned at the ravenette.

"Spoilsports . . ." Karai pouted.

"Need I remind you we're supposed to stay hidden while searching for Delta and Epsilon?" Aoiro asked quietly. "Last thing we need is you having a metaphorical boner for any 'sexy prey' for you to jump on with _onii-sama_ still there."

Karai sighed. "Fine, fine. And who said anything about it being metaphorical?"

"..." Aoiro just gave Karai a deadpanned look as she pointed down to a small trail going down the ravenette's leg.

Karai just snorted. "Yeah, so I got a ladyboner."

"From staring at a woman's rear end….again," Aoiro countered with an annoyed sigh.

Karai just grinned. "She does have a really nice one."

"That's what you said about Makoto Nanaya," Aoiro countered. "...You're not 'trading her in' for someone else, are you?"

"No….although…" Karai pondered for a moment, a perverted grin growing on her face once more as she thought about it. "Maybe a threesome?"

"...Ugh...why do I bother?" Aorio sighed as she facepalmed.

"...Hold it," Kira spoke up, catching their attention, "...it is quiet...too quiet."

"...You're right," Aoiro noted, "...It must mean Onii-sama and that woman are gone."

"What?!" Karai gawked as she poked her head out of the table, seeing no sight of Ragna, Bullet, or that Kaka clan catgirl. ". . . Dammit."

"They must've left while you two were arguing," Kira noted as the trio got out from underneath the table.

"...Motherfucker…" Karai slumped.

"You'll get another chance, most likely," Aoiro said.

"I hope so…'cause I want a handful of dat ass. Hell, I'd go for dem sexy hot pants of hers," Kaira stated. "Mmm~oh yeah...even better if I encounter both her and Makoto. Double the helping of Vitamin T and A~ohh I…"

 ***THWACK!***

"We get it…" Aoiro deadpanned as Karai nursed the bump on her head.

"You were getting sidetracked," Kira added. "We are on an important mission, so stay focused."

"...Fine," Karai grumbled, "but can we finally decide on what to eat first? Fucking starving here."

"...fine," Kira nodded as she sat down, "Steaks fine with you?"

"It does honestly," Aoiro nodded as she sat down.

"..Okay," Karai shrugged as she followed suit. "Oh! Can I…"

"If you suggest putting pineapple on it, I will harm you." Kira frowned dangerously.

"What's wrong with pineapple?" Karai asked.

"The fact humans actually put it on pizza is what's wrong," Kira argued a bit. "What would be worse if someone had the nerve to put...ugh, peas and mayonnaise on pizza."

"..."

"..."

"...grr…" Kira growled at their silence. "If that is true...I cannot wait for the Imperator to pass judgement on this world."

"...noted," Aoiro and Karai said, backing away a bit from her.

* * *

Meanwhile, within the shared room Makoto and her friends were staying in, Tsubaki sat on one of the lone beds within the room by herself, looking at the shield and sword that made up her weapon, the Izayoi. While she hadn't used it in a long while, given how she was still in recovery after what happened in Kagutsuchi, she could still feel small, yet painful headaches as her vision blurred a bit. She didn't want to bring it up with her friends because she didn't want to make them worry about her...and yet, even when the Izayoi is not being used, she could still feel the effects. Should she discard it, or keep it at the risk of going blind? This question loomed within her mind for quite some time now.

"Hmm...facing quite the dilemma, are you not?" a voice spoke up, making Tsubaki turn to see someone standing there, looking at a dark silver pocket watch in his hand.

The man standing there was wearing something almost out of old Victorian england, a white dress shirt with a black tie underneath a silver/white dress coat, a pair of silver/white pants held up by a black belt with laces along the pant legs, black gloves, and a pair of black dress shoes with the fronts covered in decorated silver/white metal. His short styled hair was a mix of pure silver and white as his onyx eyes looked down at the watch, a monocle in front of the right eye.

"...Wh-who are you?" Tsubaki asked, reaching for her weapon as she kept a cautious eye on the man.

"I assure you, I am not here to cause any harm," the man responded, "This world's time has already been badly damaged enough as is thanks to that man."

"...That man?" Tsubaki repeated.

"Nothing of importance right now," the man stated as he put the pocket watch away, "What is important is that you unlock the Izayoi's full potential before the incoming battle, Tsubaki Yayoi."

"?!" Tsubaki's yes widened a bit at that...before a scowl grew on her face as she picked her weapon up, aiming the blade right at the man, "How do you know my name?...You're not…?"

"I assure you I am not with the NOL, nor am I allied with that woman," the man spoke up from behind, causing Tsubaki to tense as she turned to see him standing behind her, "I am what you call...an Observer. But not this world's Observer."

"...Wh...what do you mean?" Tsubaki asked, just wondering who this man really was, and what he was talking about.

"All will be explained in due time," the man replied as he began to walk away from her.

"...Who are you really?"

"...My name is Aeon," was all the man replied before within an instant, he vanished from view.

"?!" Tsubaki's eyes widened as she looked around for the man, _'Wh...where did he go?! Was...was that an Ars?...no. I would've felt something…still...what did mean by 'this world?' And more importantly... '_ she looked down at her weapon, _'What did he mean by unlocking the Izayoi's true potential?'_

"Oi, Tsubaki? You okay in there?" Makoto's voice called out, snapping the crimson-red head out of her thoughts, "You've been in there for quite some time now…"

"...I-I'm fine, Makoto. Just been feeling a bit tired is all," Tsubaki replied.

"...you sure?"

"Yes I'm sure," Tsubaki nodded, "Look. Why don't you and Noel do something in the meantime? I'll meet up with you both as soon as possible."

"...Okay. If you're sure."

Tsubaki nodded as she sat back down on her bed. She hated lying to her friend like that, but...still, she can't help but ponder what just happened not too long ago. That mystery man, those cryptic words of his..the mention of ' alternate worlds'...what in the world was going on?

* * *

"Okay. I'm back a…" Kokonoe began as she walked in, seeing a frowning Hibiki glaring at her, "...What?"

"Do you have any idea what your position is?" Hibiki asked in a serious tone.

"Hey. No need to be so loud," Kokonoe frowned, "See the ears? They work."

"...I'll take that as a no," Hibiki frowned, "You two are on everyone's wanted list. Despite that, Lord Kagura has taken you in. You can't do as you please, so I ask that you respect your host and have some common sense!"

' _...note to self; do not make him angry,'_ Ben mentally thought as he and Kagura watched from nearby.

"Tch. Common sense is the term idiots use to justify their own prejudice," Kokonoe countered.

"?!"

"N-now hold on," Ben spoke up, "Let's not…"

"W-wait!" Celica called out as she got in between Kokonoe and Hibiki, the brunette bowing a bit to the latter, "I'm really sorry, Hibiki. I'm so sorry! This is all because I asked her if I could go out, and she just let me go."

' _Wait. Go out?'_ Ben repeated, _'Is that why Kokonoe took her earlier? So she could go out?'_

"That doesn't matter at this point," Hibiki stated, his eyes still trained on Kokonoe, "Kokonoe Hakase, I need you to follow regulations."

"...Oi. You really should get that stick out of your ass before it does damage," Kokonoe rolled her eyes, "Shall I bow down before you?"

"Everything you do lacks any kind of common sense!" Hibiki snapped.

"Alright. Enough enough…" Kagura spoke up as he walked up to him, "No need to act all worked up. They're back safe and sound."

"This goes for you as well, Lord Kagura," Hibiki stated.

"Eh? Me?"

"You can't simply grant them permission to go in and out as they please!" Hibiki scolded, "What if something were to happen? It'll be too late by then!"

"Now hold on…" Kagura began.

"Plus, need I remind you of the party you held in here while I was busy with Jin Kisaragi?" Hibiki added.

"Um, excuse me," Ben spoke up, waving his hand. "Could you please explain to me what would be too late?"

"Too late. Kagura's already the target of Hibiki's anger," Kokonoe stated, a cat-like smile on her face, "And like that I'm out of here. Celica, come on. You…" she paused as she grabbed Ben's arm and began to drag him off, "Come with me."

Ben grunted in annoyance as he was dragged out of the room by Kokonoe. "I can walk, you know."

"W-wait hold on. Don't l-and they're gone…" Kagura sighed, him and a still frowning Hibiki being the only ones left in the room, "...crap."

* * *

"Ugh…" Kokonoe sighed as she dragged Ben down the hallway, Celica following behind them, "I heard he was a strict adjutant, but I won't be able to deal with having someone lake that looking over my shoulder."

Despite his frustration with Kokonoe at the moment, Ben was interested to learn there was something that got on her nerves for a change. "That bad?" He couldn't help asking.

"Considering he has to deal with Kagura all the time...yeah," Kokonoe nodded.

"Aw. Hibiki is a good person, though," Celica spoke up with a small smile, "He's just worried about everyone, including us."

"...I suppose you're right. His attention to detail and protocol is almost brilliant," Kokonoe admitted before sighing, "Too bad he's wasted on someone like Kagura."

Ben stared at Kokonoe speaking of someone with actual fondness, or something close to it. He made a mental note to tell the others, maybe they could it use against her whenever she was lecturing them.

"...but enough about that. Id...ahem. Ben, I need a fa-" Kokonoe began before a beeping sound went off from one of the devices in one of her pockets, causing her to tense up as she quickly pulled it out, "?! An intervention? My god…"

"Professor, what's that sound? Is a phone ringing?" Celica asked in slight confusion.

"Don't worry about it," kokonoe said as she began to scan Celica, "Have you felt any changes in your body?"

"...uh, like what?" Celica tilted her head a bit, "I don't really feel anything."

"...Well, then we're fine," Kokonoe sighed a bit as the beeping stopped.

Ben narrowed his eyes. He had enough experience to know that Kokonoe was hiding something. "If something was wrong," He said casually. "How bad would it be?"

"...enough for the plan to go completely down the drain," Kokonoe replied, "Seriously i-"

"Hmm? Kokonoe-Hakase?"

"Hmm?" Kokonoe raised a brow before she turned and noticed Makoto walking over, "Oh, hey. What is it?"

"Nothing. Just...curious on why you're out here is all," Makoto answered.

"...Fair enough I suppose," Kokonoe shrugged a bit, "Anyway, where is Noel, Tager, and the rest of your group?"

"Noel's currently in the medical ward being checked over, Tsubaki's resting in our shared room, Kevin and Gwen are busy with something, and Tager...haven't seen him in a while honestly," Makoto replied.

"Soka…" Kokonoe noted, "...Well, at least you all made it safely."

"So," Ben said, looking around at the three girls. "What now?"

"Good question. Kokonoe, wh-" Makoto began before she noticed Celica, "..."

"Um...hi?" Celica greeted with a slight wave.

"Oh! Who are you?" Makoto asked, "Never seen you before."

"Oh. A-apologies," Celica bowed a bit before clearing her throat a little, "I'm Celica A. Mercury."

"Celica, huh?" Makoto noted before smiling a bit, "...Well call me Makoto. Nice to meet ya, Celica-chan."

"Oh! O-okay," Celica nodded before bowing a bit, 'It's uh, my pleasure, Makoto."

Ben couldn't help but smile at the friendly interaction between them.

"...Actually I couldn't have planned this better," Kokonoe grinned a bit, "Makoto, you and Ben here are gonna look after Celica for me. I've got some other business to attend to."

"Wait, what?" Ben and Makoto blinked at that.

"Give her the tour of the place, but make sure not to be caught," was all Kokonoe said as she walked off, pulling out a spare lollipop from her pocket before unwrapping it and putting it in her mouth, _'Huh...this is pretty good. Hibiki does think of everything.'_

"Wait!" Ben called after her. "What are we supposed to…" He slouched as Kokonoe disappeared from sight. "And she's gone."

"...I wonder what's wrong with Kokonoe?" Celica asked in concern.

'Dunno. She's pretty hard to read most of the time," Makoto shrugged.

"Hey, Makoto. I forgot to tell ya something."

"Ahh!" Makoto yelped as she jumped back, seeing Kokonoe standing behind her, "Where did you come from?!"

"Not important. But more importantly…" Kokonoe paused as she gave both Makoto and Ben a serious glare, "Don't _ever_ take your eyes off Celica."

"...Why?"

"She's pretty bad at directions," Kokonoe answered, "Take your eyes off her for a moment? Poof! She's already gone in three seconds. Understand?"

Ben and Makoto both nodded rapidly under Kokonoe's gaze. "Understood!" They said simultaneously.

"Hurry Ben, Makoto!" Celica called out to the two, hopping a bit in excitement.

"Okay Celica! Just don't stray away from us!" Makoto called out, "Come on Ben."

"Coming!" Ben said, running alongside Makoto as they went after Celica.

"...All this nonsense starts to take me back…" Kokonoe whispered as she leaned against one of the pillars, a reminiscent look on her face, "Tch. Stupid Trainee….if only she…"

"There you are…" Kokonoe looked over to see Kagura approaching her, a rather annoyed look on his face, "Do you have any idea how much crap I got after you left with Benny-boy?"

"...Oh right," Kokonoe said, recalling what happened beforehand, "Did he finish lecturing you?"

"Yeah...It only took ages," Kagura muttered.

"Heh. Glad I wasn't there for that," Kokonoe smirked.

"Ugh…" Kagura sighed, "...Oh well. Anyways Kokonoe, I want to go over some stuff with you. Do you have a minute?"

"...It depends on what you want to talk about."

"The you know what."

"...Let's talk in your office."

* * *

"Okay. We're finally alone," Kevin noted as he and Gwen stood in another room, "Wish those guys didn't ask us all those question…"

"To be fair Kevin, they were making sure nothing suspicious was going on," Gwen countered, "Especially considering after what happened in Kagutsuchi."

"...Fair enough I guess," Kevin shrugged as he sa down on the bed, "So what's up?"

"...Ever since we arrived here in Ikaruga, I've felt like something...or rather some _one_ was watching us," Gwen answered.

"You mean like those guys in hoods that caught us?"

"No. I mean...I can't quite place it but...whoever it is…" Gen paused as she sat down, "They possess great Mana within them, but it feels...twisted."

"Twisted?" Kevin repeated, "Twisted how?"

"Like it's been corrupted into something dark, evil...hateful," Gwen replied, shuddering a bit as she held herself, "I...I can barely sense it right now, but...just the feel of it alone is shaking me to my very core."

"...You think maybe it's a Anodite the NOL captured?" Kevin guessed.

"I'm not sure, but I do know one thing…" Gwen paused as she looked outside, "Whoever it is...their magic is far stronger than my own."

"...In or out of Anodite form?"

"The former."

' _...Fuck.'_ was Kevin's lone thought upon hearing that.

He knew how strong Anodites were, especially full blooded ones like Gwen's grandmother Verdona. But whoever this person Gwen is sensing was...it wasn't good at all if they're on the other side of this fight.

* * *

 _SZ: Sorry. This chapter took a bit to finish. Anyways...looks like some plans are being layed out, and quite a bit of foreshadowing here...wonder what's gonna happen next time? You'll have to find out as the story goes on, so until next time, I am Seanzilla115, and I am signing off. Good d-*falls asleep standing up*zzzz_


	19. Rebel 18

_SZ: H-hey guys. I...have nothing to say really...really boring when you don't have someone to chat with for these things...but eh. On with the story. You already know the Shtick with the disclaimer, IE me not owning neither series while owning a few OC Aliens while Benfire belongs to the...know what? I'm just gonna keep that part out from now on. Oh and also...things will be a bit different here._

* * *

At a cafe in the city of Yabiko, a showy store filled with happy young ladies, a place Makoto and Celica fit right into...while Ben stuck out like a sore thumb as the sole male there. The trio was currently sitting down at a lone table, looking at a few menus.

"Hmm...I wonder what's good…?" Makoto pondered as she looked at her menu.

"Honestly, they all look good," Celica giggled, "I think I'll get the lemon tea and...hmm...strawberry? But...this chocolate cake looks good too."

"That sounds really good actually. I think I'll get that and a milkshake," Ben spoke, "How about you, Makoto?"

"Hmm...I'm gonna get the coffee and...oh hey! There's a parfait!" Makoto beamed a bit. "I'm getting this."

"Oh, my. M-Makoto, Ben, you're both so quick," Celica noted, looking from her menu for a moment. "Hmm...the store's mille-feuille looks yummy too...but it also seems more fitting to get custard pudding since we're friends now...hmm…"

"Hahhah...why don't you just get it all?" Makoto suggested with a chuckle.

"I don't know. I don't want to end up wasting all your money…" Celica replied. "Plus if we eat it all, we'll get fat."

"That is true…" Ben nodded before pondering a bit. "...Why not go with the strawberry shortcake you wanted before?"

"Ooh! Good idea." Celica nodded. "I'll get it and some lemon tea then."

"Cool. We got a game plan," Makoto nodded as a rabbit Beastkin in a waitress outfit walked up to the trio.

"Have you three decided on your order?"

"Yeah. For our drinks, we want a lemon tea, coffee, and a milkshake," Makoto answered, "and as for our food, my friend Celica wants the strawberry shortcake, I want the parfait, and Ben wants the chocolate cake."

"Ooh. Excellent choices," the waitress complimented, smiling as she wrote it down. "Good timing, too. The chef just finished baking the cakes a few minutes ago. Trust me when I say this, the chocolate cake is divine, especially with a nice cool glass of milk or a milkshake."

"Ahh...well, I made the right choice, then," Ben noted as he and the girls gave the waitress the menus.

"Indeed you did, sir." The waitress nodded. "I'll be back with your orders shortly."

"Okay." Celica nodded as the waitress walked away. "...Ahh. So many yummy things...so little room in my stomach."

"It's easy when there's something you love." Makoto smiled. "Like the lemon tea. I take it that's your favorite?"

"Oh, yes." Celica nodded again. "And you like chestnuts, Makoto?"

"It's really good. The more you chew, the more the mild sweetness spreads over your tongue," Makoto answered.

"Really?" Ben asked.

"Oh, yeah. My mom makes a Chestnut Parfait so out of this world, it'll leave ya in true ecstasy," Makoto replied before drooling a bit. "Oh...now I want one now…"

"Mmm...You're making me want one, too…" Celica couldn't help but agree, a slight bit of drool escaping her lips.

"Oh! I got an idea!" Makoto beamed. "Let's all get a huge thing of ice cream afterwards and just pig out!"

"Oh! N-no, thank you. I'm out of shape as it is." Celica shook her head, wiping the bit of drool off her mouth with a napkin. "I have to endure after all."

"Out of shape? I don't think you're out of shape," Ben spoke up, catching her attention. "If anything, you have a rather nice figure."

"..."

' _And just like that, I made things awkward…'_ Ben mentally facepalmed. _'Kagura must be rubbing off on me…'_

"Aw. You're so sweet, Ben." Celica couldn't help but giggle. "Thank you."

' _...Roll with it,'_ Ben quickly thought. "S-sure. No problem…"

"Heh...I take you have trouble around female company, Ben-kun?" Makoto asked with a teasing grin.

"What? No, no. Aside from my cousin Gwen, I've hung around with other girls before," Ben replied. "It's just….lately, I'm not having the best luck with them..."

"Oh? Why's that?"

"Usually a case of misunderstanding…" ' _Thanks a lot for that, Sumo Slammers…'_ "Or…" Ben paused as he sighed a bit. "A really heated argument over something stupid."

"Oh...I see," Celica noted. "...I won't ask any further questions then. If the latter is something painful for you to talk about, then I won't say anything further."

"Thanks..." Ben nodded a bit before the waitress returned.

"Here's your food and drinks." The waitress smiled as she placed their respective items down. "I hope you all enjoy."

"Thank you," Celica answered with a smile. Once the waitress had left, she took a look at her food. "Wow...it smells so good."

"You're right. And the taste.." Makoto paused as she took a bite of her parfait. "Mmm~ so good!"

"Really? Then I gotta try some!" Celica beamed a bit as she took a bite of her cake. "Mmm~delicious."

Ben blinked a bit at the girls' reactions before shrugging it off, deciding to try out his cake as well as he used his fork to cut a piece of it off before taking a bite of it. "?!" _'Wow...they were not kidding. This is pretty good.'_

"...Hey, Makoto," Celica spoke up, earning the Beastkin's attention, "um...mind if I…?" she paused as she looked at Makoto's parfait.

"Oh? You want to switch?" Makoto asked, earning a nod from her. "Well...I was wondering about your cake…"

"Ahh...Okay. But…" Celica paused as she plucked the strawberry off her cake. "The strawberry is mine."

"Deal." Makoto giggled before she and Celica sighed happily.

Ben couldn't help but chuckle a bit at the scene. He thought it was nice having some time to relax, not having to worry about things like villains, rogue aliens, or a large organization like the NOL. It reminded him of how he, Gwen, and Kevin used to hang out during their free time until Gwen left for college and Kevin got a job to help support her.

"Ahh...this reminds me of my school days at the military academy," Makoto sighed a bit.

"An academy?" Celica blinked, "What kind of place is it?"

"Well...it was pretty strict, but I was able to spend everyday with my friends," Makoto replied before smiling a bit, "kinda like this. I'd say all in all, it was fun."

"Ahh. I see," Celica noted. "Well, I guess my school was like that, too, but...my grades weren't too good."

"...I...can somewhat relate," Ben admitted. _'Especially when I was dealing with crooks on a daily basis…'_

"Hahahaha. Me, too." Makoto giggled. "Celica, I'm really glad that we can be friends like this."

"Yeah. Me, too," Celica smiled.

' _Well, that's good to hear,'_ Ben thought with a slight smile. He had to admit, Celica was a pretty nice girl, and she and Makoto got along pretty well. Though for some odd reason...he thought back to Kagura's slight suspicion of her. Could there be more to Celica? If so...what secret was Kokonoe hiding involving her?

"Hello? Ben?"

"Hmm?" Ben blinked, losing his train of thought as he looked over at Celica. "Yeah, Celica?"

"I was asking, what do you and Makoto want to do next after this?" Celica answered.

"Oh. I see," Ben noted before shrugging. "Eh. I'm good with whatever right now, honestly."

"Oh, cool. I was thinking maybe we could go window shopping," Makoto spoke. "To tell you the truth, even though we don't have many days off, wearing a uniform all the time is really boring!"

' _Okay...I walked right into that…'_ Ben thought with a sweatdrop. "...Wait. what ab-"

"That was to get me some replacement clothing, Ben-kun. If we decide to go window shopping, I was thinking of getting more than just clothes this time around," Makoto clarified.

"Oh...I see…" Ben slowly noted. _'Yup. Definitely walked into that one…'_

Before anything could be said, a loud beeping sound caught their attention, the beeping coming from a pocket on Makoto's jacket.

"Oh. That must be for me," Makoto noted as she pulled out a acorn-colored phone. "Oh. It's Professor Kokonoe. Excuse me." She answered the phone. "Heya, it's Makoto."

=Apologies for bothering you while you're having fun, but I've got a job for you and Tennyson,= Kokonoe informed.

"Eh? A job?" Makoto blinked. "Wait. Why do you…?"

=Tager's on his way over. Give him a hand with whatever he needs,= Kokonoe continued.

"Demo...what about Celica?"

=I sent Gwendolyn and Dumbass over to pick her up,= Kokonoe answered =Don't you dare take your eyes off her until she arrives.=

"Roger." Makoto nodded as she hung up. "Sorr,y Celica, but it looks like me and Ben got work."

"Wait. Work?" Ben blinked at that, "But what about Celica? Didn't Kokonoe tell us t-"

"She sent Gwen and Kevin over to come pick her up," Makoto answered before looking back at Celica. "Again, sorry, Celica. Wish we could've hung out some more."

"It's okay. You don't have to apologize, either," Celica assured, "I had a lot of fun. Just promise me something, you two."

"What's that?"

"Be careful, okay?" Celica asked.

"Ahh..don't worry. We'll be just fine," Ben assured her.

"Hai." Makoto nodded in agreement. "You take care of yourself, too, Celica-chan."

"I will." Celica nodded back. "Let's go out for tea again soon, Makoto. And you have to tell me more about your friends."

"Haha! Of course." Makoto giggled a bit. "It maaaaybe boasting to be honest, but eh. Oh, and you have to tell us more about your friends, too, okay?"

"Well, if it's about my family, I might be boasting, too." Celica giggled as well. "And that's a promise."

"Alright, promise!" Makoto nodded. "Let's go hang out again soon!"

The girls smiled at each other and shook hands. Ben could tell they had a great time hanging out, especially Celica. It was as if she hadn't had any fun in a long time. Not that he was complaining as he had a rather fun time as well.

"Oh, and Ben?" Celica spoke as she held her hand out to him. "Take care of yourself."

"...I will," Ben nodded as he accepted her handshake

=Time anomaly detected within the vicinity= the Omnitrix suddenly spoke as it let out a sudden bright flash, causing the two to yelp as they let go of each other's hands.

' _What the….What was that about?'_ Ben thought as he looked at the Omnitrix. _'What did it mean by 'Time anomaly'?...Wait. Could it be talking about…?'_

"Celica, daijoubu?" Makoto asked as she rushed over to Celica's side.

"I-I am, yes. Just startled is all," Celica answered.

' _...Celica...just who are you really?'_ Ben thought.

* * *

"That concludes the result of my last report," Hibiki stated as he stood in front of Kagura, the room looking more spic and span compared to before as the latter sat down. "And currently, another household that had refrained from taking sides is now supporting you, Lord Kagura."

"Soka," Kagura noted, "One step at a time, but we've done well so far, Hibiki. Do you want to take a day off?"

"Iie." Hibiki shook his head. "The situation can change in the blink of an eye. If you relax too much, you may very well pay the price."

"I know, I know...but…" Kagura began.

"Besides, Lord Kagura, you tend to view things too optimistically," Hibiki continued with a frown, "as we could tell by the previous state of your quarters."

"The state of my quarters?" Kagura repeated with a raised brow. "How relevant is that right now? I mean, really?"

"A lot, actually," Hibiki answered. "It is as though you have no sense of time whatsoever. I do hope you realize it's _your_ overly optimistic thinking that has gotten us into this situation in the first place."

' _Oh, God...here comes the lecture again…'_ Kagura thought with a sigh.

"Don't even get me started on your sleeping cycle…" Hibiki frowned. "Not to mention th-"

"Oh? Were you in the middle of a meeting?" Kokonoe asked as she walked in.

"Rescue me, please!" Kagura quickly begged.

"Hmm?" Kokonoe raised a brow. "What are you talking about?"

"Nothing…" Kagura sighed, "So...what's the matter?"

"It's not good news…" Kokonoe stated, pulling another lollipop from her lab-coat pocket before unwrapping it. "Looks like Alpha, Beta, and Gamma are on the search for Delta and Epsilon as well. Furthermore…" Her frown grew as she gained a serious expression. "The Imperator's intervention is starting."

"?!" Kagura's eyes widened at that. "Nani? Are you serious?" A nod was his response. "Damn...That's sooner than expected."

A shadow of nervousness appears in Hibiki and Kagura's expressions. While they hadn't seen her in a fight at all, they knew just how dangerous the Imperator was just from her mere presence alone.

"...Well…" Kokonoe spoke up, popping her candy into her mouth as she sucked on it. "The pieces already in play are going to move in all-new ways...things are gonna get a lot less predictable from here on…" A beep soon caught her attention, causing her to pull out a communicator from her other lab-coat pocket. "What is it?"

=Just wanted to inform that Celica is with us, Kokonoe,= Gwen answered.

"Good. Like I told you and the dumbass…"

=Hey!= Kevin's voice snapped.

"Don't take your eyes off of Celica for an instant," Kokonoe stated. "If you do, she'll be gone within a few seconds. Sweet girl, but incredibly bad with directions, so again, Do. Not. Take. Your. Eyes. Off. Her. Understood?"

=Of course= Gwen replied.

"That goes for the dumbass as well."

=...You are made of bitch. You know that?= Kevin asked before he grunted in pain. =Gh!=

=It's rather rude to call people names like that, you know= Celica's voice scolded.

=But it's true. Sh-=

=Mr. Levin...behave= Celica ordered.

=...Yes, ma'am…= Kevin whispered.

=...How did you…?=

=Sometimes you need to be stern with people if you want them to behave=

=...Celica?=

=Yes, Gwendolyn?=

=I think you and I are gonna get along just fine.=

"Ahem!" Kokonoe cleared her throat. "Kinda rude to ignore someone, you know."

' _Pot calling the kettle black…'_ Kagura mentally snarked.

=Oh! Ahem...s-sorry. We'll be there soon,= Gwen stated as the communicator went silent.

"...I'm heading to my lab," Kokonoe stated as she walked off. "Don't bug me unless it's important."

* * *

"...Why must I partner up with you…?" Tager asked with a sigh, the giant of a man wearing a large cloak to conceal himself.

"We don't have a choice, Ta...I mean, 'Dad.' If you're by yourself, you'll stand out too much," Makoto replied.

"She kinda has a point. You do stick out like a sore thumb with how big you are. No offense," Ben added. _'And yet I still don't know what exactly I'm helping them out with.'_

"...None taken." Tager sighed.

"...Something up, 'Dad'?" Makoto asked.

"Grr…" Tager grunted a bit in annoyance. "Don't call me Dad too much."

"Oh. Well, sorry, but those are our roles," Makoto stated. "I'm the adorable daughter that's looking up Seithr concentrations in various parts of the city for a school project, Ben-kun's my admittedly cute study partner from overseas, and you're the doting father who's helping us out."

' _Overseas? Try another...wait. Did she just call me cute?'_ Ben blinked at that, a small blush forming on his face as he looked at Makoto, who gave him a rather playful wink.

"...Ugh…" Tager sighed as he turned his communicator on. "Kokonoe, do we really have to do it this way?"

=If Relius is gonna do something, we should be able to detect it due to Seithr fluctuation,= Kokonoe answered, =so stop complaining and get those measurements. Oh, and be sure to keep an eye out for Epsilon's energy signature. No way in hell are we letting the NOL get to her first.=

"...Understood." Tager nodded as his communicator turned off. "Ugh...I'm not satisfied, but I suppose I can't help it…"

"'Dad', stop talking funny and help me and my partner with our project," Makoto begged.

"...Roger."

"LIKE I S-" Makoto began in a more firm tone before her nose twitched a bit. "Hey….this smell..."

"Something up, Makoto?" Ben couldn't help but ask.

Within a second, Makoto tracked the smell to its source with shining eyes, a booth smelling of freshly cooked foods.

"Ohh...those steamed buns look _so_ good…" Makoto whispered, a bit of drool escaping her lips, "Hey, Dad, can I have one?! No...THREE! I want them so badly~!"

"Didn't we eat not too long ago?" Ben pointed out.

"True, but now I'm in the mood for something nice and meaty," Makoto answered before looking over at Tager. "So can I have some, Dad? Please?"

"No. We cannot just charge things to the expense account that aren't necessary for the mission," Tager stated with a frown.

"Pop! Pop~! Get me five of 'em! No! Ten!" Makoto begged. "Please~!"

"I thought you wanted three!" Ben gawked.

"Five for me, five for you. Don't wanna leave my partner out afterall," Makoto replied with a squirrely smile.

"Oh…"

"Grr…" Tager frowned further in annoyance.

"Hey, don't get mad. We need to blend in," Makoto whispered, taking one of the meat buns from the booth as she took a small bite out of it. "It's important th- oh, my Kami-sama, this is really good~!"

' _...Good thing I have some money leftover to pay for it,'_ Ben thought, seeing the annoyed look on the booth owner's face. "She does make a point, Tager. We just need to blend in to avoid any suspicion."

"Exactly!" Makoto nodded. "And the best part of this job? To be able to sample each city's culinary delights."

"Just keep sight of our mission," Tager ordered before sighing a bit, "However, as a 'father,' I am forced to eat with you. But you need to pay for the food yourself."

"Heh...it looks like 'Dad' is kind of strict," Makoto noted with a chuckle.

"I don't care how many you eat. But as a father, I have to watch your health," Tager stated.

"You can't tell me what to do!" Makoto argued as she turned away in a huff. "Also, I don't have the money on me at the moment."

"Then why did you…?"

"I'll pay for it," Ben offered as he took out some Platinum Dollars from his coat pocket and paid the owner of the booth. "Least I can do really."

"Sweet!" Makoto beamed as she pulled Ben into a hug, inadvertently pulling his face into her covered bust. "You're the best partner anyone could ask for!"

"N...no prob…" Ben managed to get out, his blush returning in spades.

"Ugh...it's difficult to be the father of a teenage daughter." Tager sighed.

"...Huh. You know…" Makoto began as she released the hug, letting Ben breath as she looked over at Tager. "I don't think I've asked this before but...do you have any family, Tager?"

"Hmm?" Tager raised a non-existent brow at that. "Why do you ask?"

"Dunno. I just...felt it," Makoto answered.

' _...That is a good question. Does Tager even have any family?'_ Ben couldn't help but think.

"Ahh...I see," Tager noted as he pondered the question for a few moments. "...Unfortunately, I don't know. I can't recall my past."

"You can't?" Ben blinked, "Wait...do you have amnesia?"

"I do not know…" Tager shook his head. "All I remember is waking up for a few brief seconds when Kokonoe was repairing my body. I cannot recall anything past that."

"Ooh...sorry," Makoto apologized.

"It's fine. I-" Tager began before a beeping sound went off. "Hmm?"

"That must be for me," Makoto whispered as she answered her communicator. "Hello? ...Really? Okay...and? Got it. Roger. Thanks!"

"Something up?" Ben asked as Makoto put her communicator back in her coat pocket.

"Yup. My source tells me that Relius Clover's female assistant walked into Ikaruga," Makoto replied.

"A woman who works for Relius Clover?" Tager raised a non-existent brow.

"Wait. He has an assistant?" Ben blinked. _'Why do I imagine they'd be like an Igor or something?"_

"They said female." Makoto nodded. "Also, there's confirmation about a mysterious figure being spotted around Ibukido."

"Hmm...I see," Tager noted. "I'll contact Kokonoe. You and Benjamin should go and check out that area."

"Roger, Tager." Makoto saluted.

"You sure you'll be alright by yourself?" Ben asked.

"I will manage," Tager assured, "You two should hurry to where this figure was last sighted."

"If you say so," Ben replied. "Let's go, Makoto."

* * *

"So you can absorb materials to use as a protective skin of sorts, Mr. Levin?"

"Yeah, that's right," Kevin nodded as he, Gwen, and Celica were walking down a slightly crowded area, "Gotten me out of quite a few jams in the past."

"Oh? Such as?" Celica asked out of curiosity.

"Well, there was this one time I kinda switched this soda Ben was drinking with some oil. Acted like a chameleon with a tree to avoid Rath finding me," Kevin noted.

"That would explain why Rath was tearing through town trying to find you…" Gwen whispered.

"Only thing missing was being able to both hide _and_ eat popcorn while watching him shout at everything," Kevin chuckled, "Seriously, Celica, you ever see a big humanoid tiger with no tail and spikes on the back of his fists shouting at something, you try not to feel the urge to just get something to eat and watch it all go down."

"I see...interesting," Celica noted before giving him a stern look, "...Still, you should've apologized to him about switching his drink, Mr. Levin. I'm sure he would've understood it was an accident."

"...Uh...y-" Kevin began before he winced a bit, "Ahh…"

"Something up, Kevin?" Gwen asked.

"Yeah...shoulders' still hurting a bit from this morning when I was in the training room," Kevin answered as he held his shoulder, "Threw one punch too many...maybe should've have gone with the heaviest punching bag there."

"Oh, he was busy getting punched by Makoto for peeking while she was in a morning shower," Gwen joked.

"Oh ha ha...very funny…" Kevin frowned.

"...kneel down for a moment, Mr Levin," Celica spoke up.

"Eh?"

"Can you please kneel down for me?" Celica asked, "I can take care of that shoulder for you."

"Uh...sure?" Kevin raised a brow, sharing a look with Gwen, who just made a small motion of 'go along with it,' before Kevin knelt down for Celica.

"Now stay still…" Celica advised as she gently put her hand on his shoulder. She took a deep calming breath as her hand began to give off a faint glow, the light moving onto Kevin's shoulder for a few seconds until she took her hand off, "There. Try moving it now, Mr. Levin."

"..." Kevin rolled his shoulder before blinking a few times, "Huh? It's healed up?"

"That's correct," Celica nodded.

"...How did you do that?"

"Simple. I just used a tiny bit of healing magic," Celica answered.

"Healing magic?" Gwen repeated, her curiosity piqued, "Maybe we could talk about some spells later?"

"Sure," Celica replied before giggling a bit, "It'll be almost like talking with my sister again."

"You have a sister?" Kevin raised a brow.

"Yup. While I focused more on healing and supportive magic, she mainly used offensive magic," Celica explained, "She was really good too, up to the point she doesn't even need to use incantations to cast them."

"Silent casting? Interesting," Gwen noted, "...What was your sister's name if I may ask?"

"Konoe Mercury," Celica answered, "Well...she also goes by this one name when she attended those meetings of hers, Nine."

"?!" the two looked at her in surprise.

' _Nine...That was one of the names of the Six Heroes from a hundred years ago…'_ Gwen thought, _'If that's true…'_ "...Celica, how old are you?"

"Hm? Oh, I'm eighteen," Celica replied with a smile.

"...Excuse us for a moment," Gwen said as she dragged Kevin off, "Please stay there."

"...Um...okay," Celica nodded in slight confusion.

"Something up, Gwen?" Kevin asked once the two were far from Celica, yet not too far to lose sight of her.

"Kevin, her sister's name is the name of one of the Six Heroes," Gwen informed.

"Your point?"

"They were named the Six Heroes one hundred _years_ ago," Gwen went on, "Celica _can't_ be eighteen if Nine is her _sister_."

"...You're right," Kevin realized a bit, "She doesn't even look a day over...gonna stop there before I end up getting smacked…" a frown soon grew on his face, "Come to think of it, Kokonoe's not telling us a lot about Celica...she's gotta be hiding something."

"It is unusual," Gwen nodded, "Celica, do you mind if we…" she turned to see Celica was gone, "...Kevin, where did she go?"

"...oh don't tell me…." Kevin facepalmed, "She must've walked off while we were talking...don't worry. As long as K-"

=Gwendolyne, Dumbass, come in= Kokonoe spoke from their communicator =...you two better not be dicking around with Celica=

"..." Gwen glowered at Kevin.

' _I've gotta stop opening my big mouth and let Murphy have his law shoved down it,'_ Kevin thought with a bead of sweat going down the back of his head.

=...Someone better answer me right now or else= Kokonoe frowned =I'm not in the mood to be ignored right now...unless you two ended up losing track of Celica=

"..."

=...ugh...you two better find her right now, or else I'm testing out a new experiment on you, and dumbass will be going first= Kokonoe stated before the communicator went off.

"...Come on," Gwen sighed as she dragged Kevin off, "We better find her. I don't want to know what this experiment of hers is anymore than you want to."

* * *

"Mmm...where the hell is that mystery figure?" Makoto frowned a bit in annoyance as she looked around a ruin-like area, an endless body of water below with what looked like ruined buildings in the distance. "Hey, Ben, any luck on your end?!"

"Not really," Ben admitted.

"Dang...they're probably gone by now, then." Makoto sighed before she took notice of the area. "...The Ibukido ruins…"

"Something up?"

"Well..it's just, I remember coming here two months ago," Makoto answered as she looked out at the water. "It was pretty rough, too. I was on a mission for Kokonoe and...well...can you keep a secret?"

"Uh...sure."

"Cool. Well...I know this sounds REALLY weird, but...well, I ended up in an alternate world," Makoto explained. "I mean, things were a bit topsy-turvy there. Tsubaki was working alongside Jin, I wasn't with Sector Seven…" Her ears drooped a bit. "No Noel…" She shook her head. "But yeah...Despite all that, I was able to get back here safely...heh heh. It's kinda funny to hear talk about 'alternate realities' and stuff like that, huh?"

"Not that funny," Ben replied. "Makes a lot of sense, really."

"Eh?" Makoto blinked at that as she turned to look at him, "How so?"

"Can you keep a secret?" Ben asked.

"...well, sure I guess," Makoto shrugged, "I mean, it's not like you're gonna tell me you're from an alternate world, right?"

"Eh, you hit it right on the nose," Ben said. "I am from an alternate world."

"...Eh?" Makoto blinked at that, "...I-I'm sorry, I think I had something stuck in my ear. Did...you actually say you were from another reality?"

"I did, yes."

"...Eh?" Makoto blinked further, "...EH?! But...but you said you were from across the ocean!"

"Well...that's kinda half true more or less," Ben chuckled sheepishly.

"But...but...so you lied to everyone?!" Makoto exclaimed.

"I didn't think anyone would believe I came from another world," Ben admitted. "Usually, that's a trip to the nuthouse, and nuthouses aren't fun. At all."

Makoto opened her mouth up as she attempted to say something, only...she couldn't think of an argument for that, "...Touche, Ben Tennyson."

"Yeah...but seriously, can you keep this a secret between us?"

"...On one condition," Makoto answered as she gained a serious expression, crossing her arms underneath her chest. "Why are you here in my world?"

"...Well…" Ben began as he looked around, making sure no one else was listening in. "I was sent here to find someone...and I think I know who it is."

"Hmm?" Makoto raised a brow at that.

"He calls himself A," Ben explained. "I...don't know much about him, but he knows about me...and from what I gathered after what happened in Kagutsuchi...I think he might be responsible for Aoiro and Karai's appearance."

"What m-" Makoto began before her eyes widened a bit, _'Of course...that explains those empty coffins the last time I was here...but...why would…?'_

"Everything okay, Makoto?" Ben asked, snapping her out of her train of thought.

"Hmm? Oh no...I was just coming to a realization is all," Makoto replied, "...Still...if what you say is true...what does this 'A' guy have to gain?"

"Damned if I know . . ." Ben admitted grimly, "But whatever it is...it can't be good."

"Considering how strong Aoiro and Karai are...yeah...most likely." Makoto nodded.

"Aw~ No need to be all flirty~"

"?!" Makoto tensed u as she turned around, seeing a certain ravenette leaning against some ruins. "You…"

"Hello, sexy…" Karai smirked, her dragon tail twitching a bit. "Missed me~?"

"Missed you as much as I miss a head cold," Makoto countered as she pulled her tonfa out. "What're you doing here?"

"Oh, not much. Just on a walk with my sis." Karai shrugged. "I tell ya, Kira is such a mood killer at times when she's not focused on Onii-sama, or being an 'epicurean' or whatever the fuck you call it."

"Kira?" Ben raised a brow, slowly reaching for his Omnitool.

"Used to be called Haruka, but went with a name change after you beat her," Karai answered before smirking. "And man does she hate you for kicking her ass."

"Then she's gonna hate me even more," Ben taunted.

"Oh, you think you're clever. But wait…" Karai paused as she brought her claws out, a sinister grin on her face. "I have a retort."

"...Where did you…?"

"I got an upgrade." Karai smirked before pointing behind them. "And so did she."

"?!" Makoto and Ben tensed up before they barely jumped out of the way of a large cutting wave made of azure lightning, the cutting wave hitting one of the ruined buildings in the distance.

"Hmph..not bad…" the two turned to see Aoiro standing there, sheathing what looked like a katana made of the same azure lightning. "You were able to dodge it...demo...the next one won't miss."

"Damn…" Makoto cursed as she and Ben quickly got up, the two standing against each other's backs as they stared at Aoiro and Karai. "Talk about bad timing…"

"As much as I want to flirt with ya, Mako-chan, I'll just cut to the chase," Karai stated as she moved forward a bit, her dragon tail swaying. "You either come with us right now, or else I'll have to have some...heh, heh, 'fun' with you while Aoiro deals with your little boy toy."

"In other words…" Aoiro paused, keeping her hand on the hilt of one of her swords. "You're both coming with us, or else, felons."

"...Felons?" Ben repeated. "...Funny coming from you two."

"Hmm?" Aoiro raised a brow at that.

"I haven't been here that long, but.." Ben paused as a frown grew on his face, whipping his Omnitool out as he switched it into twin-blade mode. "I can definitely tell the NOL are the bad guys."

"...Fool." Aoiro frowned. "The NOL's justice is absolute. We are not the 'bad guys' as you call us. We are part of an organization that upholds the law of this world, and punishes those who go against it."

"...You mean like what happened to Ikaruga during the civil war?" Makoto asked with a frown.

"Oh? You know about that?" Karai asked with a slight grin.

"I do."

"Civil war? Makoto, what are you…?" Ben began.

"Pay attention, Ben. You'll need this if you're gonna help out here," Makoto whispered to him before glaring at both Aoiro and Karai, the latter now moving next to her 'sister.' "On the surface, the Ikaruga Civil War seemed like it was a war for independence started by Ikaruga itself, but in truth, it was a war the NOL caused. It's true that at the time, the Ikaruga Federation was complaining to the NOL that they wanted to be acknowledged as autonomous."

"...Wait. Are you saying…?" Ben began with wide eyes.

"I am," Makoto responded to him. "They weren't trying to start a war. They were trying to settle it through talks and diplomacy, but the NOL started a war because it was 'the Imperator's will.' Ikaruga pleaded over and over for a ceasefire, but the NOL wouldn't listen to them at all. Not once did they try to stop the war, and the whole time, the NOL used the excuse that it was all 'for The Imperator,' even though so many people had already died!"

' _...Okay. I'm starting to really hate the NOL and their leader even more now,'_ Ben thought with a frown before Aoiro gave a small chuckle.

"Makoto Nanaya…" Aoiro began as an unamused smile grew on her face, "You seem to be misunderstanding something."

"Misunderstanding?!" Makoto repeated.

"The NOL...no. All life on this world...no. _All_ worlds exist for the Imperator," Aoiro stated. "If those lives are spent for the sake of the Imperator, then they should consider it a great honor. In short...they are but mere insects to a god."

"Uh...Aoiro? You're...starting to creep me out a bit," Karai admitted, neither girl noticing Ben's hand starting to ball up into a fist.

"Makoto Nanaya and Ben Tennyson, wasn't it?" Aoiro asked, her eyes taking a deep blood red color as she pointed at the two. "Yes...what I seek for the sum of all things in the universe...no. For all things in both time and space...death."

"A...Aoiro? Are...you ok-" Karai began.

"Silence," 'Aoiro' ordered, not once looking away from the two before her before looking straight at Makoto. "This is my final advice to you. Return to the NOL, Lieutenant Makoto Nanaya and turn in the criminal Ben Tennyson. If you do not, I shall show no restraint in dealing not just your punishment, but that of your entire family."

"?!" Makoto's eyes widened at that.

"...It's you, isn't it?" Ben spoke up, his frown growing into a scowl as he glared at 'Aoiro.' "You're the Imperator, aren't you?"

"...Hmm hmm hmm...my my. You're rather observant, aren't you?" 'Aoiro' noted with a slight chuckle. "Yes...it is I. I'm just...borrowing this Murakumo unit for a moment to speak to you and Lieutenant Makoto Nanaya."

"Then I have a few things to say to you," Ben stated as he pointed at her. "What you and the NOL have done...all those people you killed because of 'your will'...this so-called 'justice' of yours…I won't rest until you pay for what you've done to the people of this world."

"Oh? Is that so?" The Imperator asked, "You are not of this world, so why bother? This is not your fight, Benjamin Tennyson."

"...It became my fight the moment I met Terumi," Ben countered as he stood ready, "I don't care who you are, Imperator...I'm gonna put a stop to both you, and the NOL."

"Ben…" Makoto whispered as she looked at him with wide eyes.

"...I see," The Imperator noted, a slight frown on her 'face' before looking at Makoto. "And you, Lieutenant Makoto Nanaya? What is your decision?"

"...I'm not going back there," Makoto answered with a frown, clenching her fist as she stood ready. "You threatened to kill my family, and wanted me to turn one of my friends in...you just made it _very_ personal."

"...Fine, then." The Imperator frowned slightly. "Aoiro, Karai, pass my judgement on these two this instant."

"D-" Karai began before her eyes glowed.

"Do it at once, or else…" The Imperator ordered before her eyes changed back to Aoiro's for a moment before they glowed as well.

"Yes, Imperator-sama…" Aoiro and Karai whispered before readying their weapons, their eyes changing back to normal.

"...Ben, you get Aoiro," Makoto whispered as she cracked her knuckles a bit. "Karai's mine…"

"She's all yours," Ben whispered back. _'Just hope I can hold my own against Aoiro…'_

Before Makoto could say something, Karai was already in front of her, the squirrel Beastkin quickly raising her tonfa to block a slash from Karai's claws, causing sparks to fly off the weapons.

"I am so gonna enjoy making you my bitch~" Karai grinned as she was in Makoto's face. "Both figuratively, and very... _very_ literally~"

Makoto growled disgustedly at Karai and pushed back hard against Karai's claws. Karai wasn't budging one bit as she pushed back, only to jump back to avoid a strike from Makoto before rushing at her once more, her claws enveloped in crimson flames.

"What the…?" Makoto began.

" **Koukuengiri (Inferno Fire Slash)!"** Karai declared as she slashed at Makoto once more, the Squirrel Beastkin jumping out of the way in time as the slash sliced a piece of ruin in half, the flames completely engulfing it until it was nothing but ash.

"...That's new," Ben whispered with wide eyes before he quickly ducked under a slash from Aoiro.

"Pay attention to the fight," Aoiro stated, wielding two of her three katanas as she slashed at him once more before Ben blocked them with his blades. "..Heh."

"?" Ben raised a brow before he began to grunt out in pain as he was suddenly shocked.

"Oh, I forgot to mention that," Karai spoke up, smirking in amusement at the sight as she dodged a punch from Makoto. "You try to block Aoiro's blades, you get a rather nasty shock."

"Yeah . . . I'll remember that," Ben gritted out sardonically before Aoiro kicked him away. _'Okay...might need to go Feedback for this fight…'_ he thought as he quickly put his Omnitool back into standby mode and activated his Omnitrix.

"...I don't think so," Aoiro frowned as she sheathed her swords before getting into a draw position. " **Shiroryu no...shiroraikiba (White Dragon's white thunder fang)!"** she called out out as she quickly unsheathed her sword, sending out a large azure electric cutting wave at Ben.

"Oh, man!" Ben yelped a bit as he quickly rolled out of teh way, unintentionally pressing down on the symbol as he was engulfed in a flash of green light for a moment, emerging as a slightly manta ray-like red winged creature with glowing green eyes.

"...Jetray?" he blinked as he looked at himself. "Wow...haven't used this one in a long time."

"...Am I supposed to be impressed?" Aoiro asked, preparing to unsheathe her sword once more.

"You figure it out!" Jetray taunted, launching himself into a flying dash attack.

Aoiro didn't seemed impress as she readied for a slash attack, only to flinch a bit when Jetray suddenly shot up into the air before firing a pair of green lasers from his eyes, prompting her to quickly block with her sword as she skidded back a bit.

"...No matter how many times I see it, that watch of his still amazes me," Makoto whispered before tensing up, suddenly feeling Karai groping her ample bosom.

"You let your guard down~" Karai purred into her ear as Makoto struggled in her grip. "You should know better to do that around m-" She was soon interrupted when Makoto slammed the back of her head into Karai's face. "Gah! Son of a…!"

Once Karai loosened her grip on her, Makoto quickly grabbed the dragon girl's arm before tossing her over her shoulder, slamming her into the ground.

"Sorry, but I'm not letting you get the better of me this t-woah!" Makoto yelped as she was suddenly tripped up by Karai's tail.

"Forgot my tail~" Karai smirked as she shot up and got on top of Makoto. "Though honestly...wish you wore that mini-skirt of yours. Would've loved to see that thong of yours~ But..." She unfolded her claws as she looked at Makoto's shirt. "I think I'll go for the next best thing~" Her smile growing more wicked and crazed, she used her claws to tear Makoto's shirt open, slowly but surely exposing Makoto's large breasts to her lusting eyes and hands.

However, before she could tear the squirrel girl's shirt open further, a green laser blast knocked her right off Makoto, sending her tumbling back.

"Need some assistance?" Makoto looked up to see Jetray flying above her while dodging another cutting wave from Aoiro.

"...Heh...thanks." Makoto smiled as she got back up.

"Gah...cock blocker…" Karai muttered as she got back up, shaking the attack off as she turned around...only to get hit hard in the face by Makoto's fist as she was sent crashing into a large piece of rubble. "Guh!"

"And don't ever touch me like that again!" Makoto barked.

"..." Karai said nothing as she slowly got up, dusting off her shoulders before spitting some blood out, a toothy grin growing on her face, "Oh, it's on now, Mako-chan~"

' _God I don't know who's fouler...her, or Kagura…'_ Makoto thought before she narrowly dodged a stab from Karai, her claws inches away from Makoto's chest.

Over with Aoiro and Jetray, the latter was having a bit of a hard time getting a hit in as his lasers were blocked each time by the silver-haired woman. If it was any real compensation, Aoiro was having just as hard a time hitting Jetray.

"Mmm...he's better than I thought…however..." Aoiro whispered as she unsheathed another of her swords, grabbing it in a reverse hold as she took a deep breath, " **Shiroryu no … Shiroraitatsumaki (White Dragon's White Thunder Twister)!** " she called out as she spun around, unleashing a large tornado of azure electricity as it headed towards Jetray.

"Oh, crap," Jetray meeped as he attempted to fly away, only to be pulled into the tornado as he was flung about within it. "Woah!"

"Got you…" Aoiro gave a small smile as she charged at the slowly tornado. " **Shiroryu no…** "

" **Comet Cannon: Break Shot!** "

An energy ball, propelled by Makoto's punch, struck Aoiro dead center, preventing her from making the finishing strike on Jetray as she was sent flying a few feet.

"Woah...that was not fun…" Jetray groaned as he floated to the ground, the Omnitrix symbol on his chest flashing red before it timed out, changing him back into Ben. "...And to add insult to injury."

"Hey." Ben looked up to see Makoto offering her hand to him. "Need a hand?"

"...Thanks," Ben said as he grabbed her hand, letting the Beastkin help him up.

"No prob. Guess you could say we're calling it e-" Makoto began before Karai got between them, "?!"

"Surprise~!" Karai shouted as she gave them both a hard split kick in the gut, knocking the air out of their lungs before Karai knocked them away from each other. "Sorry, Tennyson, but Mako-chan's mine~"

"Gah...I don't think so…" Ben grunted out as he stood back out, bringing out his Omnitool and switching it into its Hammer/Staff mode.

"Aw~ Whatcha gonna do with that? Hammer sona n-" Karai began in a mocking tone before Ben smacked the hammer part of his weapon on her chin. "?!"

" **Power Swing**!" Ben shouted as he smacked his weapon into Karai's gut, causing her to gasp out as she was flung across the battlefield.

"Ack! Ah...dick," Karai coughed as she got up on her knees, "You ever hear the notion 'never hit a girl'?"

"What girl? All I see is a pervy dragon," Ben countered.

"Got me there," Karai admitted with a mock-sheepish grin that faded into a sadistic smirk. "You know, since she seems to like you so much, I think I've got an offer for you. How would you like to help me break her?"

"The hell are you talking about, you sicko?" Ben frowned.

"Did I say you'd have a choice in the matter? Not like you'd have to do much, just scream and writhe in pain as I have my way with you in front of her, all while she's helpless to stop me from doing whatever I want."

"...You're sick in the head. You know that?" Makoto frowned.

"What can I say? I like to have my fun, whether my 'toys' like it or not," Karai answered, smirking cruelly.

"Oh, brother…" Aoiro sighed a bit.

"But enough about me…" Karai began as she prepared to charge once more. "Let's pummel you until ya can't move~"

"We'll see who gets pummeled," Ben snarled, rapidly scrolling through the Omnitrix's roster to find a suitable alien to transform into.

"...As if we'll let you…" Aoiro whispered as she unleashed another cutting wave at him.

Ben tensed up as he quickly rolled out of the way, putting his Omnitool back into standby mode as he slammed down on the Omnitrix, engulfing him in a flash of green light as he changed into a familiar black ninja-like form.

' _Finally...get to use Shadow Edge again,'_ Ben thought.

Aoiro was about to unleash another cutting wave before Shadow Edge seemingly disappeared, making her tense up as she looked around. "...Soka...this one is like a ninja…"

"So? We beat a shit-ton of those during the w-" Karai began before she was suddenly kicked in the head. "Gh?! What the f-?!" A hit to the gut soon silenced her before she was suddenly sent flying into another piece of debris.

"You think some ninja tricks are gonna save you?" Aoiro taunted before holding up the sheath of one of her swords, quickly blocking an axe kick from Shadow Edge before he disappeared once more.

"Maybe not, but you forgot something…"

"?!" Aoiro tensed as she quickly turned around, only to receive a hard uppercut to the chin from Makoto.

"Me! **Corona Upper!** " Makoto shouted as she knocked Aoiro into the air before delivering a downward punch to her face, sending the silver-haired woman crashing down. "Go down!"

"Gh!" Aoiro winced as she hit the ground hard.

"Grah!" Karai roared as she shot out of the rubble. "I am so gonna break you, ya fucking bastard!"

"Provided you can find him," Makoto snarked before tensing up, the squirrel Beastkin rolling out of the way of a fireball made of black flames.

"I don't have to find him! I burn this entire motherfucker down, I'll get him, too!"

"Gah...you do that…" Aoiro began as she got up, wiping some blood from her lips. "And you'll kill us too, along with your 'toy.'"

"...Ahh, piss." Karai frowned, realizing Aoiro was right. "...Fuck it. I'm just gonna swing wildly unti-" A kick to the back of the head soon interrupted her, sending her staggering forward. "Damn it! Come out and face me, you fucker!"

Shadow Edge appeared for a brief moment, standing on top of a nearby metal pole before pointing to behind Karai before disappearing once more.

"? The hell are y-" Karai began as she turned around, seeing an energy gate forming behind Makoto as she reeled her fist back, "...Fuck."

" **Big Bang Smash!** " Makoto declared as she punched forward, causing a giant energy fist to burst out of the gate as it headed towards Karai and slammed her into the ground upon impact.

Aoiro was about to charge forward before she was suddenly grabbed from behind, causing her to tense up as Shadow Edge was holding onto her tight before jumping high into the air. The ninja-like alien began to spin around at a fast pace until he was a complete blur as he plummeted back towards the ground headfirst. When he came down, it was with such force that it literally cracked the ground beneath him and Aoiro.

"Gah!" Aoiro cried out in pain, blood spurting out of her mouth as Shadow Edge released her, jumping back a few feet as he landed next to Makoto. _'Damn it...I let my guard down…'_

"Heh. Nice job, Ben." Makoto grinned, earning a nod from Shadow Edge before the Omnitrix timed out. "...And just like that, our advantage is gone."

"Yeah...seriously, this thing times out at the worst possible times." Ben sighed a bit.

"...you know what? Fuck it. I think we should end this." Karai frowned as she got up, her clothes and hair a mess as the ravenette got into a stance. "This won't kill ya, but it will knock ya out…" She grinned maliciously as she held her hands out, dark crimson/black flames forming within them.

"...I don't thi-" Ben began before he was suddenly hit by a surge of electricity. "Gah!"

"You forgot I was here...Ben Tennyson..." Aoiro spoke up, laying her sword on the metal ground as it sent out a small electrical current in his direction.

" **Darkness…"**

"?!" Makoto tensed up as she quickly ran over to Ben.

" **Giga Flame!"** Karai declared as she fired a large beam of pure black and crimson flames at the two.

Makoto's eyes widened at the size of it, the size along seemingly impossible to dodge. She then quickly got in front of Ben, bringing her arms up to block the incoming attack. She was ready to take the attack head-on before a figure suddenly blurred in front of her and Ben, surprising the two as the beam was suddenly blocked.

"What the hell?!" Karai gawked as the attack was deflected right into the water below, resulting in a huge explosion. "Damn it! Who the fuck blocked it?! No one sh-"

"Heh...temperamental as always, eh, Karai?"

"...Wait…" Makoto whispered as she lowered her arms, seeing Kagura standing before her, carrying a large black sword in front of him.

"K...Kagura-dono…" Aoiro whispered with wide eyes as she managed to get back up, using one of her sheaths to keep herself balanced.

"Oh, fuck, no! Not you!" Karai snapped. "The fuck are you doing here, ya fuckin' perv?!"

"Oh, no reason, babe. Just here to retrieve these two," Kagura answered, jerking a thumb over at Makoto and Ben.

". . . I'd say thanks, but I don't know if we're out of the woods yet," Ben said quietly.

"Oh, fuck, no! The Imperator ordered us to take those two in!" Karai snapped, "Also, you call me 'babe' again, I will rip your goddamn balls off!"

"...As crude as she put it…" Aoiro began as she moved next to her 'sister.' "She is correct. The Imperator ordered us to take those two in."

"Soka. Soka…" Kagura noted as he scratched his chin a bit. "That would make sense...if she hadn't ordered me to do it instead."

"Excuse you/WHAT?!" Aoiro blinked while Karai snarled.

"Yup. Paper work and everything," Kagura shrugged.

"Ok, probably not out of the woods yet . . ." Ben murmured.

"...Even if that's true, Kagura-dono, they resisted arrest in the first place," Aoiro stated.

"So therefore, their lives were forfeit to us!" Karai added.

"...Mmm...real shame…" Kagura sighed a bit as he turned around. "I was gonna tell you where Ragna was."

"?!" Karai and Aoiro's eyes widened at that.

"In fact...I think I saw him at the local hot springs…" Kagura went on,."Muttering something about old wounds and a stiff back...would be a real shame not to take that as an opportunity for a 'sneak attack.'"

"...Karai, don't you dare…" Aoiro frowned, seeing the ravenette starting to fidget a bit as her dragon tail swayed across the ground. "Even if Onii-sama is there, w-"

"Did I mention the hot springs on the women's side has a lot of very busty women there?" Kagura added, sporting an unnoticeable smirk.

"?!"

"...Karai if you even consider running to that hot spring, I…" Aoiro began.

Karai was already drooling at the thought so many busty women for her to ogle and grope and molest to her heart's content.

"...Fuck it. You take care of them, Pervura," Karai stated before she ran off. "Imma comin', onii-sama! You and those busty babes~!"

"..." Aoiro's eyes twitched violently as Karai ran off, the silver haired woman trying her best to keep her calm demeanor. "...Ugh...very well, Kagura-dono. We'll leave it to you…" she sighed as she walked off.

"Alright. Ja ne then, you silver-haired beauty," Kagura waved off before ducking under a lighting bolt aimed at him. "Heh...missed me."

"Mmm…" Aoiro frowned as she left the area.

"So? Are you going to take us in?" Ben asked, his hand edging toward the Omnitrix.

"Nah. Needed to be convincing," Kagura answered as he swung the large sword over his shoulder, "Like I was gonna turn you guys in."

"...Well...th-"

"And miss the chance of seeing Makoto's huge boobs," Kagura finished, earning him a punch to the gut from Makoto. "Oof!...okay….I deserve that…"

"Idiot...you were taking a pretty big gamble there…" Makoto frowned as she lowered her fist. "What the hell were you thinking?!...Wait…" Her frown grew as she glared at him. "How long were you watching?"

"From the beginning," Kagura answered. "Pretty much heard everything that went down."

"...And that 'order' from the Imperator?" Ben asked.

"It's a fake, obviously," Kagura answered, "Same with the 'intel' on Ragna the Bloodedge's location."

"You're a good actor," Ben remarked.

"Eh. I try." Kagura shrugged. "Still, you two held your own pretty well out there. Even finally got to see that watch of yours in action, Benji."

"Please don't call me that…" Ben deadpanned.

"But I have nicknames for all my friends," Kagura answered.

"...Hey, Kagura?" Makoto spoke up, earning his attention. "Thanks for rescuing us back there."

"Don't worry about it. We're friends, aren't we?" Kagura asked with a grin.

"...Yeah, you're right." Makoto nodded.

"Please trust in me, then. As a friend...no. As a bestie?" Kagura asked.

"...I will," Makoto answered with a small smile, earning a slight chuckle from him. "Wh-what?...Don't be creepy."

"Ah, it's nothing...was just thinking of how cute you are when you're acting genuine and calm," Kagura replied.

"...Normally I'd punch you for that, but I'm tired right now thanks to that fight…" Makoto frowned. "So you get a freebie...for now."

"...Worth it." Kagura smirked. "Now come on. Let's head back to base before those two come back."

"Sure," Ben answered.

"Psst. Benji…" Kagura whispered to Ben, slinging his arm over the brunette as the three walked off., "Just between us, but you think Makoto's cute, too, when she's acting calm, don't ya?"

Ben smiled softly. "Yeah. I do."

"Then you gotta agree those breasts of hers are just too per-OF!" Kagura coughed when he was punched in the gut. "...Okay. I deserved that…fair enough..."

' _Good guy...but a massive perv…'_ Ben thought as he lowered his fist. _'Still...he did save us back there...plus he blocked that attack like it was nothing...just how strong is he? Well...glad he's on our side.'_

* * *

"Psst! Celica...Celica, where are you?!" Kevin hissed out as he and Gwen looked around for Celica, "Ugh...seriously, we looked away for a few seconds, and she walks off just like that."

"This is why I try to talk us out of doing escort missions," Gwen sighed, "When we go on them, something always happens. Lewodians? Ben got stuck as Rath and we almost got killed more than once. When we had to escort Eunice to get that Aracnachimp DNA sample after being teleported to their homeworld? Remnants of the DNAliens infected the species and we were almost eaten by their natural predators. That time on Mars..."

"Hey, hey, hey! We agreed to _never_ bring _that mission_ up ever," Kevin cut her off, his face lit up in a blush.

"My point is Kevin, things always end up not in our favor when we do escort missions," Gwen stated.

"Yeah, but none of our escorts had really bad directions," Kevin countered, "...Ugh. Look. Let's just see if we can find Celica before…"

"Are you okay, Ragna? Is there anywhere that still hurts?" Celica's voice spoke, a concerned tone evident in it.

"I said don't touch me…!" Ragna's voice growled out, followed by Celica yelping a bit.

"..." Kevin looked at Gwen, who was glaring at him, "Don't bla…"

"I am blaming you," Gwen seethed as she stomped off to where the voices came from.

"...Damn it," Kevin slumped as he followed her.

"Ugh...look. I appreciate the healing, but I'm not a guy you should get involved with," Ragna's voice stated, "So stay away from me, okay?"

"Ragna…"

"...Good. As long as we're clear on that…" Ragna's voice stated before the silver-haired man walked past the two, his right eye closed, "Shit...what's with her?" he shook his head, "Forget it...finding Noel comes first…"

"Everything okay?" Kevin asked, seeing that one of Ragna's arms seemed to be limp.

"None of your…" Ragna began before coming to a stop, slowly turning his head around to see the two, "...You two again? How...know what? I don't care...I need to focus right now..." Ragna sighed as he walked off.

"What's he got shoved up his ass? I know it's not a stick because it'd be too small," Kevin snorted once he was gone before Gwen elbowed his gut, "Unf!"

"Come on," Gwen ordered, walking the way Ragna had come from.

After a few more seconds of walking, they eventually found Celica standing alone by herself, her eyes closed as a look of concern was on her face.

"As I thought…." Celica whispered, a lone tear forming in one of her eyes, "That's so sad…"

"Celica?" Gwen called.

"Hmm?" Celica opened her eyes a bit, turning to see Gwen and Kevin approach her, "Oh. Gwendolyne, Mr. Levin."

"Where did you go? One minute we saw ya, the next you weren't there," Kevin noted.

"Sorry...I…" Celica paused as she sighed a bit

"...Celica? Is everything okay?" Gwen asked, "You look pale."

"No...it's nothing," Celica shook her head, "Maybe I'm just tired from walking around so much. This is a big town."

"...She has a point. This place is pretty big," Kevin admitted.

"Well, that is true," Gwen replied before sighing, "Alright. Let's just move on then."

"Alright then...and don't worry. I really am fine," Celica assured them before she took a calming breath, wiping the small tear from her eye before smacking her cheeks a bit, "Right. Yes. I'm fine! Time to cheer up...let's go!"

"...You sure you're alright, Celica?" Kevn asked, "Y-"

"Good guuuuy! Goooood guuuy~!" a familiar voice called out, "I brought you a Pizza-Crepe-Taco-Pancake-Chili-Tote bag Kazamotsu style!"

"...Okay, we should move before we get wrapped up into something crazy again," Kevin informed, pushing the two girls as far away from the direction of the voice as he could.

"...Eh?" the two blinked as they were pushed off.

* * *

 **Omake: Tao VS Food**

"They said if you eat it in one go, you'll die a blissful death! Eat this so you'll….feel...nya?" Taokaka blinked as she looked around jsut as she walked in, seeing no one in the area as she held...er...a tote bag filled with various foods mashed together, "...Good guy? Antenna girl? Where did they go?...Mew, such a waste of good food…" she mewled before looking around, '...Well...guess Tao will have to eat this herself…nya..."

"What're you doing?"

"Nya?" Tao blinked, her mouth agap as she slowly turned to see Kira staring at her.

"Why do you have all that food stuck together?" Kira asked with an annoyed frown.

"..."

"That thing is a...an abomination!" Kira snapped, "Why would you ruin a salty delicious pizza and taco, a warm and fluffy pancake and crepe, spicy and delicious chili, and stuff it all together in a tote bag?!"

"...You can't have it, meow," Tao frowned as she held the...er...food close, "It's Tao's, nya."

Kira's eye began to twitch, "...I demand you tell me where you got that, Kaka cat, or else…"

"...Mmm...Tao can't remember. Too hungry, nya," Tao shrugged.

"..."

"...You okay, food lady?"

"Give it to me so I can destroy that abomination to all things culinary."

"It's mine!" Taokaka declared before she ran off, "Tao's food is Tao's food!"

"I said give it to me!" Kira snapped as she ran after her, "I will destroy that abomination!"

"No. Food is Tao's, Food lady!"

"Food lady jinai! Kira da!" Kira snapped, her eyes blank with annoyance and anger.

"No food for Food Lady! Tao's food!"

"Like I want to eat that afront to food itself!" Kira snapped before Taokaka blew her a raspberry, "...I am going to hurt you if you don't give that to me."

"No!" Taokaka snapped before an energy arrow nearly hit her hood, "?!"

"I wasn't asking…" Kira frowned, holding her crossbow out as she chased after the catgirl.

"And Tao isn't letting you eat Tao's yummies!" Tao declared.

"I told you I don't want to eat that horrid creation!" Kira snapped as she fired more energy arrows at Taokaka, "I want to destroy it!"

"Tao knows what you're trying to hide! You say you want to de...de...not make food here anymore, but you just want to eat Tao's food because it looks too yummy!" Tao argued.

"NOT IF IT WAS THE LAST PIECE OF FOOD ON EARTH!" Kira snapped.

"NEVAH!" Tao declared as her tail moved like a whip.

In her angered state, Kira did not see the banana peel that had been on Tao's tail. She stepped on it in her run and ended up flipping around and landing on her back with a yelp.

"...Huh...this is interesting. I'm almost...impressed by her tactic…" Kira whispered before frowning, "Unfortunately, it's overshadowed by all this UNYIELDING RAGE TOWARDS THAT INJUSTICE THAT CAT HAS DONE!" she snapped as she shot back up, discarding her crossbow as she dashed after Tao, her face red with anger and her teeth shark like.

"Uh oh!" Tao yelped as she picked up the pace.

Tao ran around a corner. Kira charged around it and tripped on Tao's extended leg, sending her tripping down a long set of stairs. Tao flinched each time she heard Kira give a cry or shout, especially when she also heard something else mix into it such as a glass pane breaking or, strangely, a cow giving a yelping moo. She ran off, laughing while holding her prize, as-at the bottom of the long set of stairs-Kira slowly got out of a pile of broken glass, covering in cactus needles, mud, and cow's milk.

"...I am going to skin that cat…." Kira snarled.

* * *

"Phew...Tao lost crazy food lady…" Tao sighed in relief as she sat down, "Now...to eat delicious food~ Nya…"

"FOUND YOU!"

"And Tao is running again!" Tao yelped as he ran off...before grabbing her food before it hit the floor and ran off once more.

"RAAAH!" Kira roared as she chased after her, intent on destroying that tote bag.

"Nyanyanyanyanyanya!" Tao cried out as she ran around another corner.

"NOT THIS TIME!" Kira screeched as she jumped around the corner…

 ***CLONG***

...and face first into the frying pan held by Tao's tail. Tao ran off, throwing the pan into the air, now shaped like Kira's face. Kira started getting up, growling, before the frying pan slammed down on her head, knocking her back down face first.

"Nya nya~" Tao taunted as she ran off.

* * *

"Grr…" Kira growled as she looked around for Tao, a giant battle axe in her hands, "Where are you…? You didn't eat that abomination already, did you?"

"Nya nya-nya ny-nya~" Tao skipped by her, her food still in paw.

"...GET BACK HERE!" Kira roared as she gave chase.

Tao ran into a long alley with multiple doors lines up on both sides. She ran into the farthest door and closed it behind her. Kira was about to chop it down when the door on the opposite end of the alley opened and Tao blew a raspberry at her before zipping back in, closing the door behind her. Kira growled as she charged at the door before the door before her slammed open along with the door across from it, letting Tao ride by on a bicycle through both.

"...This is starting to get annoying…" Kira growled before the door beside her opened, "A-HAH!" she jumped and swung her axe down…

 ***BOOM!***

...detonating the bomb that had rolled out of the door. Kira collapsed, twitching and covered in soot and smoke, as Tao snuck out of a trashcan at the very end of the alley and ran off. A wind blew and the axe crumbled to ashes that were blown away.

* * *

"Mew...no more sign of crazy food lady…" Tao smiled a bit as she sat down, "Now Toa can eat her food in peace...itadakimasu, nya~!" she beamed, about to take a huge bite of her food until…

"Y….you…!" Tao opened an eye to see a livid Kira glaring at her, her hair a mess and her clothes in tatters, "I...am normally a calm, intelligent person that has a pet peeve about certain food combinations...you….you stupid Kaka clan member have driven me insane with anger...you, and that horrid combination of food in that tote bag...you have humiliated me for the last time, so I will make you an offer...you give me that abomination, and I will stop chasing you and no go after your entire clan...understood?"

"..." Tao managed to unhinge her lower jaw and shoved the entire thing into her mouth in one bite.

"..." Kira's eyes twitched until Tao collapsed on her face, a radio nearby playing a recently found song called 'Wild and Free' on it nearby during a lull part of it, "...GGGGGRRRRRRRAAAAAAAAAAAHH!-!-!-!-! I HATE KAKA-CLAN CATS!-!-!-!-!-!-!"

"Mew~~" Tao mewled out a bit, as the music from the radio began to pick up before Tao shot up, landing on Kira's head, and ran off, leaving Kira flat on her back with a footprint on her face.

* * *

 _SZ: Phew...sorry this took so long to finish, folks. Life….tends to get in the way. Gonna be moving soon, working out a lot, and got some new games...hopefully the next chapter won't take so long. Ahem, anyways...I hope you enjoyed this chapter, and be on the look out for the next one soon. Until then, I am Seanzilla115, and I say have a good day._


	20. Rebel 19

_SZ: Hey minna. I don't have much to say, only that no disclaimer since you guys already know who I own and don't own, and I hope you enjoy this chapter._

* * *

"Ano, Tsubaki? A-are you sure this is where Kokonoe-hakase needs us to go?"

"I believe so, Noel," Tsubaki answered as she and Noel walked through an old area outside the ruins of Ikaruga. _'At least...I hope so.'_

As they walked through, Tsubaki thought back to the war between the NOL and Ikaruga...so many lives were lost from both sides during the war. The ninja of Ikaruga that were defending their home and master...and the NOL, who fought in the name of the Imperator...Tsubaki was against things like war, and yet...why did the NOL have to go to such extremes? Why did so many people have to die? And more importantly...who really started the war...and why?

"T...Tsubaki, d-" Noel began before she started to shiver, a cold wind starting to blow through the area. "C...cold…"

"Hmm?" Tsubaki blinked, losing her train of thought as she looked over at Noel in concern. "Daijoubu, Noel?"

"H-hai…" Noel nodded, trying her best to stay warm underneath the cloak she was given.

"...Stay close to me. We can stay wa-" Tsubaki began before she felt the stinging pain in her eyes. "Gah…"

"...T-Tsubaki?"

"It's nothing, Noel. Just...got something caught in my eye, is all," Tsubaki assured her as she turned back around. "Just...stay close to me, alright?"

"...O-okay…" Noel nodded, moving closer to Tsubaki as they two resumed walking, the shy blonde looking at her friend in concern. _'Tsubaki…'_

As they walked further into the area, the wind was starting to get colder by the passing second. It was then they noticed some ice starting to form on some of the ruins as bits of snow fell into the area.

"H...hello?" Noel cautiously called out within the almost frozen/snowy domain. "Is...is anyone in here?"

"...Yes. I am here…" a voice spoke, causing the two to tense up a bit. Though...the way the voice sounded...it was almost as if it was...calm. Reassuring...peaceful.

"...A-are you...Sakuya? Yukikaze no Sakuya?" Tsubaki asked.

"...Heh, heh...no one has called me that name in years…" The voice chuckled slightly. "You are not with the NOL...are you?"

"No…" Tsubaki answered before giving a small sigh. "Or rather...we used to be. Things...have gotten rather chaotic lately in the NOL."

"...Soka," the voice noted. "...Very well. You may enter."

"E-enter?" Noel repeated before the air before them began to ripple, followed by a semi-strong breeze. "?!"

It lasted for a few seconds until the breeze died down. Standing before the two was a fairly large winter/oriental-themed building...which was strange as it was the only building that stood out within the ruined buildings of Ikaruga, as if it wasn't touched by time at all. A few moments passed before the front door slowly opened up, as if inviting the two inside.

"...Stay close to me, Noel…" Tsubaki advised quietly to her shy friend, who nodded a bit as they cautiously walked inside.

* * *

Ben yelled out as he swung his Omnitool-in its staff/hammer mode-at Kevin, only for the ravenette to duck as he threw a punch at him. The two were currently sparring within a boxing ring that stood in the middle of a large training room, Makoto and Gwen watching on as they sat down on a bench.

"It's interesting. Kevin's boxing style seems to use a blend of the different versions of it, switching almost fluently into the next," Gwen observed as Kevin jumped back from a swipe of the hammer before shooting in with a quick series of jabs that Ben managed to block through switching into his dual guns. "While Ben seems to have quickly learned to switch between those different forms of his Omnitool."

"I know. He's getting really good at it," Makoto nodded as she watched them fight on. "...Heh. And watching them spar like this is starting to get me a bit riled up."

"Really?" Gwen raised a brow.

"Hey! What's with this?!" Kevin demanded, floating in a bubble.

"Little something I came across during my training back at Kagutsuchi," Ben smirked a bit, twirling his guns a bit. "Tested out the elemental shots, and...well...came across this."

"And ended up trapping me, Noel, and Tsubaki in it!" Makoto reminded, making him stumble a bit. "No joke, Gwen. Me and Tsubaki tried popping it when Noel got caught in it, and we ended up getting trapped in it as well."

"Really now?" Gwen asked.

"Word of advice? Needles can't pop it," Makoto added. "You poke it, it sucks you up and spits the needle out."

' _...I think Rook did_ too _good of a job on the Omnitool…'_ Gwen thought with a sweatdrop.

"Seriously, Ben, let me out of here!" Kevin shouted as he tried to pop the bubble from the inside.

"If you insist," Ben shrugged as he switched to a different elemental shot for his guns, causing the bubble to pop and let Kevin out...letting him fall face-first into the mat.

"...Not sure if I should say 'thanks' or sock you in the jaw…" Kevin muttered into the mat.

"Hey, you're out, right?" Ben said with a slight chuckle. "Besides, just starting to get warmed up here."

"Oh. So now you're acting cocky, eh?" Kevin asked as he stood up, cracking his neck a bit. "Then again, that's normal with you."

"True." Ben shrugged. "But can ya blame me? Starting to get more and more used to the Omnitool here."

"Just be careful where you shoot that thing, man…"

"...You're still not gonna let that go, are you?"

"What do _you_ think?" Kevin's eye twitched.

"...I'll just shut up now," Ben whispered as he got back into position.

"You do that…" Kevin frowned as he got back into position.

' _I_ really _wanna know what happened…'_ Makoto thought as Ben and Kevin resumed their spar. In fact...there was one thing she was a bit curious about. _'Now that I think about it...how would I fare against one of Ben's Aliens? I mean, there are a lot of them from what Gwen's told me about back at Litchi's clinic…plus I don't want to get rusty and all...so maybe...'_ "Hey, Ben!"

"Hmm?" Ben blinked, dodging an uppercut from Kevin as he looked over at her. "Yeah?"

"Mind if I spar with ya?" Makoto asked as she stood up, pulling her tonfa out. "There's something I wanna test out."

"Right now?" Ben asked as Kevin ducked a swipe of Ben's hammer.

"Yeah. Is that a problem?" Makoto asked.

"Well...no, but...right now?"

"Hai." Makoto nodded.

"...That okay with you, K-" Ben paused as he ducked under a punch from Kevin. "Kevin?"

"...Ok….if she can knock me out of the ring." Kevin smirked.

"Sure!" Makoto beamed, right behind Kevin with a fist reeled back.

"Wait, wh-" Kevin began as he turned around...only to regret his decision as he was sent flying out of the ring, crashing into the sandbag as it crashed into the wall. "..." He tilted his head a bit to see one had button eyes sewn onto it. "...Weren't you at Coach's place?" _'Also...Ben forgot to tell me that squirrel girl there was freakin' strong!'_

"Whoops. A bit too hard on that swing. Sorry," Makoto apologized, sheepishly rubbing the back of her head.

"Ugh…" Kevin groaned as he fell onto his back.

"...Ahem! Okay…" Ben paused, about to get in position before…

"Hold it," Makoto spoke up, holding her hand up. "No Omnitool. I wanna try going against one of your Alien forms."

"Excuse me?" Ben blinked.

"Yep. I wanna see how tough I am against some of your aliens," Makoto grinned, her tail wagging in excitement. "Gwen told me about a lot of your adventures using those forms! Though she _was_ vague on locations…" She shrugged before banging her fists together. "But those just made me wanna try fighting one of your aliens more! So, come on! Pick an Alien and let's rumble, Ben-kun!"

"...Okay, then." Ben nodded, putting his Omnitool back into standby mode before turning on the Omnitrix. "Any preference?"

"Surprise me," Makoto replied.

"...Okay. I'll go random, then." Ben shrugged, swiping his finger on the screen as it scrolled through the different forms. "And now…"

He slapped down on the Omnitrix and a flash of green light went off. Standing there now was FourArms, the Tetramand giving off a loud shout as he slammed his fists together.

"..." Makoto gave a slow whistle as she looked at him, "Haven't seen this one before. Kinda reminds me of Tager...if he had an extra set of arms of course."

"Of course." FourArms smirked as he cracked his four knuckles. "So without any delay, let's get started."

"Alrighty. Ding…" Makoto paused as she shot at him, her fist already reeled back. "Ding!"

She shot her fist out at FourArms, who caught the fist in one of his hands. The Tetramand grunted as he skidded back a few inches from the impact.

"Hoo...that actually stung a bit…" FourArms said, shaking his hand a bit before smirking. "Okay...my turn!"

"Then bring it, big boy," Makoto challenged with a smirk.

"Sure thing. But first? Let me give you a hand," FourArms offered before clapping all four of his hands hard, sending a shockwave that knocked Makoto back.

"Woah!" Makoto yelled as she bounced against the ropes of the ring. "Clever...but hold on…" She then positioned herself, placing her feet on the rope before pushing it back. "I have a retort…" She smirked as she let go, causing the ropes to shoot her towards FourArms as she reeled her arm back.

FourArms crouched down and proceeded to jump high above Makoto's attack. Upon landing, he swung his fists in a haymaker that Makoto rolled under. She swung up into an uppercut, only for FourArms to move his upper body back enough to avoid the fist while grabbing her arm with a hand and threw her away from him.

Makoto quickly grabbed the top rope as she flew, stretching it back before it slung her back at FourArms. The squirrel girl slammed into the Tetramand's gut headfirst, sending him skidding across the mat. A pair of fists struck her in the gut and sent her to the other side of the mat, giving both of them time to get deep breaths in from the gut punches.

"Ack...phew...talk about a punch…" Makoto coughed a bit as she held her gut. "...Heh. I should've sparred with ya sooner, Ben-kun. You're giving me one hell of a workout here."

"Glad to hear," FourArms noted as he stood up fully. "You're a pretty good training partner for a Tetramand, too. Got the punching strength of one if I had to guess right."

"Heh...thanks," Makoto smiled a bit as she stood up, "But...can ya handle three of me?"

"Three of you?"

" **Asteroid Vision!** " Makoto declared as she charged forward, splitting into three copies of herself.

"Whoa!" FourArms exclaimed in surprise.

" **Cosmic Ray!** " the three declared, energy swirling around their fist as they shot towards him, going for a straight punch.

"Woah, man!" FourArms yelped a bit as he barely dodged the strikes of the first two before grunting when the third's fist made contact with his gut, "Oof!" He skidded back from the punch, going about a foot back from where he had started.

"What's the matter?" one of the Makotos began as she hopped in place.

"We're not too much for ya, are we?" another added with a teasing smirk.

"No, not at all." FourArms chuckled. "But if you're gonna clone yourself, might as well even the field, right?"

"Another alien?" the third asked as FourArms tapped the Omnitrix.

A flash of green light had replaced FourArms. In his place was a small white alien with a green mouth and growths resembling headphones on his head.

"...Eh?" The three Makotos blinked at this form. "What's this form?"

=Echo-Echo= the alien replied, his voice digitized before he split into three. =Hope you like surround sound.=

"Cloning, eh? ...Bring it." The three Makotos smirked as they all charged.

=Warned you,= Echo-Echo 1 noted before inhaling with his copies. = **Sound Shot**!=

"Sounds wh-" one of the Makotos began before a blast of sound erupted from the three Echo-Echoes, sending the three squirrel girls back to the ropes. "Owie...That was loud!"

"No kidding! My ears nearly bursted from that!" the second added before the third one vanished in a puff of smoke, leaving an acorn in her place. "...Dang it. Her ears busted."

=An acorn?= Echo-Echo 3 pondered.

"What? They make cloning so much easier," the first stated as she and the second Makoto moved off the ropes. "But seriously, careful with that form. You might end up making us deaf with those sound blasts."

=Sorry.=

"He has another duplicating form, but it has a big drawback; if one thing happens to a clone, it will happen to the original and the other clones," Gwen noted.

"Oof...noted." Makoto cringed at that. "...Okay, me-2. Since we can't close in on them, might as well go with the projectile route."

"Good idea." The second Makoto nodded.

" **Comet Cannon!** " the two declared, forming energy spheres before punching them, sending them rocketing towards Echo-Echo. " **Break Shot!** "

=Wall. Of,= Echo-Echo 1 began before four more formed and released sonic waves at the same time. =SOUND!=

The sonic waves collided with the spheres, creating a small explosion. The two Makotos were about to charge when a flash of green light was barely seen through the smoke. A tiger's roar erupted from the smoke before a large humanoid, muscular tiger in black-and-green luchadore attire complete with green mask erupted from the smoke.

"RATH!" the tiger roared, the Omnitrix symbol on his torso. "LEMME TELL YA SOMETHIN', MAKOTO NANAYA AND HER CLONE; THE RATH! IS! HERE!"

' _I'm not sure if fixing the translation issue with Rath's form was a good idea or not…'_ Gwen thought. _'And he_ so _got that last part from John Cena.'_

"Heh...noted." The two Makotos smirked, cracking their knuckles before shooting forward. " **Cosmic Ray!** "

" **Saturn Roundhouse!** " Rath roared as he performed a roundhouse kick, knocking both girls back before he lunged and grabbed Makoto 2 in an armbar. " **Antaurian Armbar!** "

"Gah! Dang it! That…" Makoto 2 began with a smirk. "Doesn't hurt…" she said before poofing away.

"Gh?! Wh-"

" **Sirius Jolt!** " Rath turned around before Makoto's fist slammed hard into his face, sending him rocketing back as he hit the ropes, the force alone causing the ropes to stretch into the wall. "Alright!" She then saw Rath had dug the claw-like spikes on the back of his fists in the wall while still on the rope. "Uh-oh."

" **Canis Major Catapult!** " Rath roared as he pulled his spikes out of the wall and the ropes retracted, sending him right at Makoto, fists first.

"...Okay...gonna have to pull out the big guns…" Makoto whispered as she reeled her fist back, her symbol appearing around her for a second as an energy gate formed behind her. " **Big Bang…** "

"Uh...Gwen?" Kevin spoke up.

"I know," Gwen replied as she formed a dome of mana around them.

" **SMASH!** " Makoto roared as she punched forward, sending a giant energy fist at Rath as their attacks collided, resulting in a large shockwave, followed by an explosion of dust and smoke.

"Why is it that whenever Ben uses his aliens...There's _always_ an explosion in some way, shape, or form?" Gwen's eye twitched.

"Beats me." Kevin shrugged as the dust began to settle down, followed by a familiar beeping sound as a red flash soon followed. "And he timed out."

"Ugh...went too hard there…" Ben groaned as he began to stand up, his hand gripping onto something soft. "Huh?"

"Ahn~"

"?!" Ben tensed up, a blush forming on his face as he slowly looked down, seeing his hand gripping onto one of Makoto's large breasts.

"Ahh~...geez...what h-" Makoto began as she regained consciousness...only to see a certain brunette groping her. "..."

"..."

"...Ben, this better not be what it looks like," Makoto warned.

"Gh!" Ben tensed as he moved back, holding his hands up in defense. "I-it was an honest mistake! I was getting up and didn't know my hand touched it! Honest!"

"...Alright, then," Makoto replied after a few moments.

"I think that's the farthest he's ever gotten with a girl," Kevin noted before Gwen elbowed him in the gut. "Unf!"

"...Still, that was one hell of a spar," Makoto noted with a slight chuckle. "Seriously, why couldn't I have met someone like you before? I bet I'd be a whole lot stronger if I had you as my partner."

"Eh, heh...well, what can I say? I tend to go all out when training." Ben couldn't help but chuckle as well.

"Yeah. You're a really tough guy, Ben-kun, especially since you're not from this world," Makoto laughed before covering her mouth. "?!"

"What did she just say?" Kevin blinked.

"I said that Ben-kun's out of this world," Makoto replied.

"...No. I swear I heard you s-"

"Oh! I think I hear Kokonoe calling me and Ben-kun!" Makoto shouted as she grabbed Ben's arm before running off. "Come on! Let's she what she wants us for!"

"Whoa!" Ben yelped as he was pulled off by the strong Beastkin.

"...You don't think Ben spilled the beans, did you?" Kevin asked Gwen once the two were gone.

"It's either that or she figured it out herself. She was part of the Intelligence Division of the NOL," Gwen reminded.

"...That is true." Kevin nodded a bit. "Still, better keep an eye out. Don't want anyone finding out we're really not from this world. Don't wanna make things more complicated..."

"Right," Gwen nodded.

* * *

"Phew….that was close…" Makoto sighed in relief as she and Ben stood in a bedroom, the Beastkin's back against the door. "Almost spilled the beans there…"

"No kidding…" Ben sighed as well. "Was not looking forward to a lecture from Gwen if she found out."

Makoto shuddered in agreement at that. If there's one thing she did not like getting when she messed up on something, it was a lecture, especially from Tsubaki.

"...Still, you did pretty good back there," Ben complimented. "I mean, you were giving FourArms a run for his money before you pulled that cloning trick."

"...Speaking of cloning, take it easy when you use that Echo-Echo form," Makoto stated with a pout. "Beastkins have sensitive hearing ya know. Seriously, my ears nearly burst the first time."

"Sorry about that," Ben said. "I'll at least aim away from you if I use Echo-Echo again."

"Good. Other than that..." Makoto paused as a squirrely grin grew on her face. "Hope to spar with you again soon."

"Eh heh...sure," Ben chuckled a bit, rubbing the back of his head. "...Mind if I ask you something?"

"Sure. Fire away, Ben-kun."

"That thing with you and Kagura...were...you two really…" Ben trailed off.

To his surprise, though, Makoto burst out laughing. "Where did that come from?!"

"Well...it's just that whole 'Lover Number 3' thing and…"

"Oh...well...yeah. We were...for about a week or so…" Makoto sighed a bit. "Seriously, he can be a good guy, but...ugh! He's a massive perv! I mean seriously, every chance he gets, he talks about my breasts and wants to grope them! I mean...ugh! Can't I find a guy who likes me for me and not my freakin' body?!"

"I'm sure you can," Ben replied. "You're a great person to be around. You're friendly, you're kind, you're brave, you're really strong, you got a great smile, and there's a lot more to you than your body."

"Yes! Thank you, Ben-kun! I f-wait. What did you say about my smile?" Makoto blinked.

"N-nothing!" Ben yelped a bit, a blush forming on his face. "Ahem! N...nothing."

"Sure . . ." Makoto giggled a bit with a wink, "Anyway, I'm gonna go check up on Celica-chan. You wanna come with?"

"N-no, thanks. I'll just rest here for a moment. Still a bit tired from sparring, ya know."

"...Fair enough." Makoto shrugged as she opened the door. "See ya in a bit, then, Ben-kun."

"See you, Makoto." Ben nodded as Makoto walked out, closing the door behind her. "...phew...that was close…" He sighed as he plopped onto the bed. "Why did I bring her smile up again? I mean, sure. it's a pretty nice smile, but…ahh...why do I keep blushing when I talk about her, or say something nice to her? I never did that around Kai or Julie…and I liked them both...Maybe..." He shook his head a bit, forcing the forming blush off. "I'm probably just overthinking things…"

"Might I suggest something?"

"OH, GEEZ!" Ben yelped as he shot up, seeing Hibiki hanging from the ceiling. "How do you do that?!"

"I'm afraid I cannot tell you, Tennyson-san," Hibiki stated, hopping off the ceiling as he landed on the floor. "However, I noticed you were acting stressed…"

"In more ways than one…" Ben whispered.

"So might I suggest something?" Hibiki asked, earning a slight nod. "Why not go to the hot springs?"

"There's a hot springs in this place?" Ben blinked.

"It's something Lord Kagura set up to help relieve the troops," Hibiki explained before sighing a bit, "Though if you ask me, I think he uses it to spend time with whatever woman he's seduced."

"Figures," Ben grunted, "But yeah...that actually sounds like a good idea. Need something to get my mind off things." He then blinked a bit. "Though..where is it? I mean, this place i-"

"When you leave the room, walk south and press the emblem located underneath the statue on the right of the wall. Once you do, enter the hidden elevator and press the button labeled 'B1', and it'll take you there," Hibiki explained, making Ben blink a bit. "...I am Lord Kagura's Aide, so I have to know where he is and does at all times."

"Sounds like fun," Ben quipped.

"Depends on what you define by fun…" Hibiki sighed a bit, "Now...if you'll excuse me, I need to check on Lord Kagura."

"Alr-" Ben began before Hibiki vanished, making him blink in surprise a bit. "...Okay, seriously, how does he do that?!"

* * *

Back over with Noel and Tsubaki, the two continued to trek their way through the frozen home, the former shivering a bit from the cold atmosphere as she stayed close to her friend. Tsubaki kept a cautious eye out as the two looked around, the crimson-red head making sure this wasn't a trap or anything.

"...A-ano...Sakuya-san?" Noel spoke up, "I...I know you let us into your home, demo...why is it frozen over?"

"Ahh...it's my...special power…" Sakuya's voice answered, "I'll...explain once I 'see' you two."

"...What do you mean by 'See'?" Tsubaki asked.

"You'll see soon enough…" Sakuya answered, "You're almost where I am."

"E-eh?" Noel blinked.

"Do you two not notice that it's starting to get warmer as you travel through my home?"

"...I...it is," Noel blinked, noticing the air was starting to get warm, "Wh-why is that?"

"That is to assure you are safe here…" Sakuya answered as the two stepped before a door, the air a bit warm as the door began to open slowly, "Please...enter."

"...Stay close just in case," Tsubaki whispered to Noel as the two cautiously walked inside.

Inside was a decorative living room, kitchen visible in one corner through a doorway. The walls were a vivid sky-blue with white snowflake patterns on them while the borders along the bottom of the walls had snowflakes carves into them, not a single one on the walls nor border being the same as another. Sitting near the window was a young woman, possibly around Tsubaki's age with short/semi-medium length soft ice-blue hair, her skin a semi-pale color, almost as if she was born in the snow itself. Her outfit was a simple yukata that was a pure white with sky-blue snowflake designs on it.

"...Are you... Yukikaze no Sakuya?" Tsubaki was the first to ask.

"...I am," she nodded, not once looking at the two, "So glad to have some company for a change…Would you care for some tea while we talk?"

"H! Um...yes, please," Noel replied, "Thank you."

Sakuya nodded as she stood up, her hand on the wall to help her stand. When she turned...that's when both Noel and Tsubaki saw it...her eyes. They were a dull silver color as a pair of scars were over her eyes.

"?!"

"Judging from how your body temperature rose a bit, I take it you saw my eyes," Sakuya noted as she walked over to the kitchen.

"H...how…?" Tsubaki began.

"Since I lost my sight, I adapted," Sakuya replied as she prepared some tea leaves, "I use the liquid in the air to help me navigate, and feel the temperature of people around me to tell where they are."

"W-Wow," Noel whispered.

Sakuya just smiled as she finished setting up the tea leaves, the ice-bluette picking up a tea kettle as she walked over to a sink.

"...Sakuya-san, may I ask you something?" Tsubaki spoke, earning a slight nod in return, "...You've been hiding out here since the Ikaruga Civil War...haven't you?"

"..." Sakuya paused in her movement for a brief moment before resuming, "...Yes. I have."

"...Then why?" Tsubaki asked, "Why did you leave? The NOL i-"

"I refuse to have anything to do with those monsters," Sakuya frowned, the air becoming colder for a brief second, "...gomen. I...haven't raised my voice like that since the war…"

"It-It's fine," Tsubaki assured, "My apologies if I said something I shouldn't have."

"It is fine…" Sakuya nodded, turning the sink on as she filled the tea pot with water, "You needn't worry about someone such as me...a relic from those days."

"R-relic?" Noel repeated.

"That is correct, Mu-12," Sakuya nodded, making Noel and Tsubaki tense up, "Do not worry. I am not here to harm either of you...in fact…" a sad smile grew on her face, "I wish I could see what one of my youngest sisters look like…demo.." she raised a hand to one of the scars over her eyes, "This...is my atonement for what happened at the war."

"Y...You're a Murakumo Unit?" Tsubaki asked.

"Correct...my unit name is Epsilon-05," Sakuya answered as she turned the water off, "And...I was the former leader of a group within the NOL...one Alpha-01 and Beta-02 were a part of…"

"?! You...were in the same group as Aoiro and Karai?" Tsubaki whispered with wide eyes.

"Hai. Before the war, I was the one who kept them and their sisters in line," Sakuya answered before giving off a small chuckle, "Beta wanted to be a musician and I supported her...despite her 'rocking it hard' style while Alpha…she enjoyed things being orderly, all with a proper place."

"...you...really cared for them, didn't you?" Noel asked.

"Yes. I was taught that you should treat your subordinates, no matter who they are and if they are related by blood, as your family," Sakuya answered as a sad smile grew on her face, "I will never forget those words she taught me."

"She?" Noel and Tsubaki repeated.

"The person who trained me...Amanohokosaka Tenjo, the Empress of Ikaruga," Sakuya answered, making the two look at her with wide eyes, "...judging by the change in your temperature, I assume you two thought that Tenjo-sama was male, correct?"

"F...from the reports and info we got, yes," Tsubaki slowly nodded.

"...Hmm hmm hmm…" Sakuya chuckled a bit, placing the teapot over a small fire, "I suppose with that mask on, she would be mistaken for a male...heh...if only Bang-san and Kagura-san heard this."

"Eh? You...know Kagura-san?" Noel asked.

"I did," Sakuya nodded, "We all trained together under Tenjo-sama. Bang-san was incredibly loyal to her while Kagura…" a slight blush form on her face, "He would try and hit on me every chance he would get."

"Of course he would…" Tsubaki sighed, _'My respect for Kagura is starting to lessen more and more…'_

"But I suppose that's what made him...well, him," Sakuya whispered, looking out towards the window, "I truly miss those days…back when we were all together. Back when Ikaruga looked truly peaceful...Back when..." a sigh escaped her lips, "When justice truly meant something...when it wasn't a corrupted shadow of its former self..."

' _...and I followed that justice once…'_ Tsubaki thought, a look of guilt on her face.

"...oh. The water is done," Sakuya noted, hearing the tea pot whistle as she took it off the hook, "Now while I finish the tea, tell me. Why were you searching for me?"

"...W-well...we weren't told much aside from finding you, demo…" Noel began as Sakuya began pouring the water into the tea cups, "We were hoping...you'd help us fight against the NOL and the Imperator."

"?" Sakuya managed to avoid showing surprise, save for a slight twitch in her hands that splashed the water a little onto the table, "...Wh-why if I may ask?"

"We're still unsure, but...right now the NOL is…" Tsubaki paused, trying to find the right words to say, "...not doing so well due to the current Imperator's rule."

"...that person who calls herself 'Imperator'...she's nothing more than a demon…" Sakuya frowned, the water in the cups freezing over before shattering.

"?!"

"Oh! I...I apologize…" Sakuya whispered, kneeling down to carefully pick up the shards, "It's just...gomen, but...I no longer wish to fight…"

"Wh-what?" Tsubaki blinked twice.

"The war...I...I took too many lives that day…" Sakuya whispered, her hands shaking a little, "I don't want to stain my hands in blood again...I don't want another massacre to happen, much like the Ikaruga war."

"M-massacre?" Noel repeated.

"...When Tenjo-sama died...I….I lost it…" Sakuya answered, "That...That's the cleanest version of what I could say happened with me."

"...I understand," Tsubaki nodded, "Noel, I...think it's best we should leave."

"...Hai," Noel nodded as the two stood up, "G...gomen, Sakuya-san….we...didn't mean to make you…"

"No, no. It...It's quite fine," Sakuya assured, "It...I do apologize you came here and unable to find what you needed... _who_ you needed. Just...take care of yourselves..."

"...We will," Tsubaki nodded as the two began to leave.

"M...matte…" Sakuya spoke, making the two stop, "Mu-12...I...want you to be careful. I...don't want you to go down that same path Alpha, Beta, and Gamma fell to...Promise me you'll stay safe...and to be cautious when and if you encounter _her_."

"...I...I will Sakuya-san," Noel nodded, "….ano...I..know we haven't known eachother for long now, demo...if...it's possible...may I...call you...Sakuya-onee-san?"

"..." Sakuya smiled a little, "I...I would like that."

* * *

"Phew…" Ben sighed in relief as he rested in the hot springs, a towel keeping him modest as he lay in the soothing hot waters, "Ahh...I needed something like this. Gotta thank Hibiki for this later..."

Then he heard another voice. "Phew! Man...I forgot this place existed!"

"?!" Ben tensed up at that, recognizing that voice as he swam over to a nearby rock and looked over...before his face was engulfed in a bright blush, seeing a certain squirrel girl walking into the sauna...wearing absolutely nothing. _'Crap! Why...oh, wait...Hibiki said Kagura also used this place to hook up with girls...talk about bad timing.'_

"Well...since there's no one else in here…" Makoto began as she moved back a bit, "Banzai~!" she called out as she jumped into the hot springs, creating a semi-large splash. "Ahh...hoo, that's good~!"

' _Wow,'_ Ben thought, fortunately too amazed and stunned to say anything and give himself away.

"Ahh...I needed this~" Makoto sighed in relief as she laid down in the soothing waters, the upper half of her impressive bosom being seen. "Wish Noel and Tsubaki were here to enjoy this, too…"

Ben attempted to sneak away in hopes of her not seeing him...and yet...he couldn't turn his eyes away from her. Hopefully, that wouldn't be what got him caught. He had to admit...aside from her personality, she had one hell of a nice body. Still, he didn't want to fall into the same mode of thinking as Kagura, always thinking about her boobs instead of who she was as a person, and who she was as a person was pretty damned awesome. That was even bigger than her boobs, in his humble opinion.

' _...Still...I better get out before she notices me...maybe I should use the Omnitrix to...no, no. She'd obviously see the green flash of light…'_ Ben thought. _'...Damn it. How am I gonna get out of here without her noticing?! Ok . . . gotta calm down, gotta think . . .'_

"Hmm...what am I gonna do after this whole mess is over with?" Makoto pondered to herself, getting Ben's attention a bit. "...Maybe go see my family for one. They must miss me a lot...after that, probably act normal for a change...not have to worry about stealth missions or gathering info, just me and my friends hanging out, eating what we like…" A slight giggle escaped her lips, "Probably talk guys we like, like Be..." She paused when she realized something, her ears starting to droop a bit. "That's right...once he's done with what he needs to do...he'll go back to his world...mou~ I finally found a guy I like, and he's gonna have to leave soon…"

' _She likes me!?'_ Ben thought, elated despite his precarious situation at the moment, and shocked at the same time.

"...Can I even go with him?" Makoto pondered. "Wait...if I do, will that affect time?...No, no. I'm probably thinking of something else...mou~ I came here to relax, and now I'm feeling stressed again…" She sighed as she closed her eyes, lowering herself into the water.

' _...kay. She's distracted...now's my chance…'_ Ben thought as he carefully and cautiously got out of the water, making sure not to earn her attention as he carefully made for the exit. _'As long as she doesn't open her eyes...I'm in th…'_

"Hmm? Who's there?"

' _And I just jinxed myself…'_ he thought ruefully. _'...Might as well bite the bullet...the extremely painfully strong bullet.'_

"Seriously, who's there?" Makoto asked as she stood up. "...Kagura I sweat if that's you, I'm…!" she turned around with her fist clenched up...only to see Ben standing there, "..."

"..."

"..."

"...Uh….hi?"

* * *

"AHHHH!"

 ***BAM!***

"Ooh...someone must've walked in on Makoto…" Kagura cringed a bit.

"I was actually there first!" Ben's voice yelped. "I didn't know y-WOAH!"

"...Benji, you lucky son of a bitch…" Kagura chuckled, overhearing the slight argument between Ben and Makoto, the former yelping while trying to stay alive from a currently livid squirrel girl.

* * *

"Teme!"

 ***SMASH!***

"Woah!" Ben yelped as he rolled out of the way of Makoto's punch, trying his best to keep his towel on, "Seriously, calm down! It was an accid-"

"URUSAI, HENTAI!"

"I'm not a pervert!"

"Then why were you trying to sneak away?!" Makoto snapped as she chased after him.

"Because I didn't expect you to come in here and didn't want to be accused of being a pervert!" Ben argued.

"Liar! Kagura set you up to this, didn't he?!" Makoto argued.

"LIKE HELL HE DID!" Ben snapped. _'I need to do something to calm her down before I end up crushed underneath her fist!...But what Alien...'_

"Shinei!"

' _Nevermind! Going by chance!'_ Ben thought, quickly activating the Omnitrix and slammed down on it, engulfing him in a flash of green light just as Makoto swung a fist at him...only for her to hit some sort of green slime.

"Nani? Wh-" Makoto began before the green slime began restraining her. "?!"

=Bzzt! There! Now calm down and listen to me!= Makoto looked over to see Goop looking at her, his UFO floating over head =Bzzt! I was in here relaxing before you came in! I was hiding out, and attempted to sneak away before you noticed me!=

"...Honest? Because if Kagura really did put you up to this...I will hurt you," Makoto warned.

=Bzzt! Do you see me with a camera?=

". . . No."

=Bzzt! Then Kagura didn't put me up to it…=

"...Please put me down. I'm...both calm and...embarrassed…" Makoto said, a blush on her face. "That, and your slime is kinda...making me tingly."

=Bzzt! Tingly? H…= Goop began before he tensed up in realization, the slime-like alien moving off Makoto before changing back into Ben, a heavy blush on his face as he looked away from her.

"Sorry, sorry, sorry, so sorry . . ." Ben stammered out, _'Don't think perverted thoughts. Don't think perverted thoughts. Don't think perverted thoughts.'_

"It's fine. Just...seriously, put a warning up next time or something…" Makoto sighed before frowning a bit. "Kagura-no-baka...I knew making this place unisex was a bad idea…but damn, it feels so good on the skin~"

"Yeah, I can agree with you there." Ben nodded a bit, though his blush was still pretty strong. "...So, uh...I'm heading back to my room."

"Eh? Why?" Makoto asked before adopting a sly grin, "Don't you wanna spend some more time with me~?"

"Yeah, but... I thought you were still mad at me."

"I'm calm now, so how about it~? We could even wash each other's backs~"

"Um, well, I er…" Ben's blush only grew stronger.

"You could start with me~" Makoto smirked from behind him, her bare brust lighting smooshed against his back.

"?!...I...I'm good!" was all Ben said before rushing out.

Makoto giggled a bit, "Oh man, he's so green to seeing girls naked."

' _Okay...I think that's enough for today…'_ Ben thought as he stood in the changing room, trying to shake off the heavy blush, _'Great...I've faced alien warlords, mutants, and a ton of crazy humans...and yet I ran from a naked girl with squirrel ears and a tail. Now I know how those guys in harem manga feel wh...no no. Don't wanna jinx it, especially considering my luck with girls...'_

* * *

"Ugh…" Karai groaned as she plopped onto a bed, "We searched the entire place, and no sign of Epsilon anywhere…and we missed Onii-sama... _again_!"

"I still say Kagura Mutsuki tricked us…" Aoiro sighed as she walked in.

"If he did, I'm castrating him…" Karai frowned, "...Where the hell is Kira?"

"She left to go deal with a Kaka clan member…"

"Eh? Wh….nevermind. I can take a good guess why…" Karai deadpanned.

"Hai…" Aoiro nodded with a sigh, "...What do you think Epsilon would do?"

"...Okay. That's a random ass question," Karai blinked a bit before chuckling, "Heh. Most likely? She'd get her to calm down before giving her one of those specially made puddings she loves so much."

"Hm. Most likely," Aoiro couldn't help but chuckle, "Then she'd force Delta to take a shower after a whole day's worth of training."

"Oh, god! I remember that ego of hers!" Karai laughed, "She thought she was such hot shit, thinking she was the queen after dealing with some local punks!"

A small giggle managed to escape Aoiro's lips, "That is true…"

"...I miss those days."

"Hmm?"

"When we were all together I mean…" Karai stated, a calm, yet sad look on her face, "Back when you were such a strict person and organizing your crap."

"And you with your 'rock career', Karai," Aoiro nodded, a sad smile starting to form, "Epsilon truly cared for us all...like we were family."

"...Yeah...but now look at us…" Karai whispered as she held her hands up, "We've spilt so much blood for the NOL...all so you-know-who could get what she wanted."

"Hai…" Aoiro sighed, "After that day, we...can never go back to that life ever again…"

"...No we can't…" Karai sighed before she felt something wet go down her cheek, "Hmm?"

"Karai? Are you...crying?"

"What?! N-no!" Karai tried to deny as she rubbed her eyes, "Must've got some dust stuck in my eyes during our fight with Mako-chan and Tennyson."

"...Soka," Aoiro noted, not buying that one bit as Karai got up.

"I'm going to go take a soak at the local hot springs," Karai stated as she walked off, "Call me if something comes up."

"...Very well," Aoiro nodded, not once looking at the Dragon Beastkin as she left the room, _'Karai...you may act like a perverted 'beast' on the surface, but...deep down…'_ she looked over her shoulder, seeing a few teardrops on the ground as she heard faint sobs from Karai, _'You truly want those days to return…'_

* * *

"Tch...what's going on?" A frowned as he looked before a pair of screens, both showing images of Aoiro and Karai with a set of data on the side, "The original memory data is going against the one I set up in Alpha-01 and Beta-02? That should be impossible...are they going against their programming?" He shook his head as he looked to the side, looking at the pod set up as a figure floated inside, "It matters not for right now. Those five Murakumo units just pawns I need to create my ultimate masterpiece...something not even _he_ could even think of creating. I just need a few more 'ingredients', and then finally..." a small visible, yet sinister smile grew on his face, "I'll exterminate those below Neo-Exodus, starting with Tennyson and _his_ creation..."

* * *

 _SZ:...Huh. Well that's something. Seems Karai's not a total monster deep down...and it seems A knows something...I wonder….no no. I don't want to spoil anything. I hope you enjoyed this chapter, and I will see you all next time. Ja ne, and have a good day._


	21. Rebel 20

_SZ: Hello, everyone. I...uh...man it's lonely not having someone to talk with during an intro! Ugh...I own nothing or anyone in this story except my OCs, OC Alien forms, and so forth. Without further ado, let's begin._

* * *

"Ugh...man. It's really pouring out here…" Ragna muttered as he walked through an alleyway, rain clouds pouring down above him, "I can see with my right eye and move my arm again at least...Tch. It must've been that woman's fault...ugh. Everytime I think about her, I can't seem to calm down. What the hell is up with that? ...What was her name again? Celica?" he let out a frustrated grow as he punched the wall, 'Damn it! Stop! Just stop! Stop thinking about her! Noel...you gotta focus on Noel! But..." he slowly lowered his fist, "What am I gonna do once I find her? Where in the world is Kushinada's Lynchpin? Let's say I do manage to get ahold of it...what then? What does it even look like anyway? Ugh...this is so annoying!" he snapped as he bumped into someone.

"Ow! What the hell are you doing, you idiot?!" the man he bumped into snapped.

"Me?! You wanna fight me you piece of shit?!" Ragna growled.

"What did you say?! Come on b-" the man began before Ragna pulled his sword out, "?!"

"You want me to bust your balls?" Ragna frowned dangerously, "Come on! Get your ass over here so I can break it. Don't complain to me when they're contacting your next of kin."

"Uh…" the man whimpered, starting to sweat bullets as he backed away, "N-no, no. Hey, wait...I'm sorry. I shouldn't have...I'm sorry okay? C'mon, don't be like that…"

"What are you afraid of?" Ragna frowned further, "It's too late to take it back!"

"AHH!" the man freaked as he began to run.

"That's what I thought…" Ragna scoffed, resheathing his sword before he smelled it...the scent of roses, "Hmm?"

" _Look at you, reduced to picking on innocents,"_ a voice spoke as Rachel appeared before him, her familiars by her side, "You've somehow found a place below the bottom of the barrel, some kind of awful sewer inhabited solely by nematodes like yourself."

"How unseemly. Harassing weak people...so unattractive," Nago huffed.

"Classless and disgraceful!" Gii added.

"...Ugh. Usagi, I don't need your shit right now," Ragna sighed in annoyance.

"If you're really catharsis through random violence, then I stand by me earlier assessment," Rachel stated with a small disapproving frown, "I'm quite disappointed in you."

"Disappointed?" Ragna repeated, "I don't recall you expecting anything from me, so get the hell out of here!"

"Hmph," Rachel huffed as she turned her back to him, "Don't presume to speak to me. I don't need you sullying me."

"What a classless child…" Nago shook his head.

"Such a child! Such a child!" Gii added as Rachel began to walk away, her familiars following behind her.

"O-oi! Rachel, wait!" Ragna called out, only to be ignored as Rachel vanished in a swirl of rose petals, "...Damn it! Why the hell am I so frustrated!?"

Unaware to him, Kira was hiding out in the shadows, a frown evident on her face as she glared at the white-haired man. She aimed her crossbow at him, her finger on the trigger as she kept her breath quiet and steady...and yet...she couldn't find it in herself to fire at him.

' _...Why am I hesitating? I abandoned my emotions...all I care for right now is revenge against him and Tennyson...and yet…'_ Kira paused in her thoughts as she lowered her weapon, _'Why? Why can't I fire at him? He...he killed me before...he betrayed me...I….I hate him….I...I…'_ she let out a small frustrated growl as she began to walk away, _'I'll let him live….for now.'_

* * *

Meanwhile, somewhere around the part area of the city, Carl and Ada were seen walking around the area, the former having a pondering...yet conflicting look on his face. He encountered a certain someone not too long ago, and...he felt confused...conflicted, as if he was offered a forbidden deal.

"...What should I do?" Carl whispered, turning a bit to look at Ada, "Sis, please help me…"

"..."

"...I…" Carl began.

"Why the hell are we out here again?"

"The professor said the female assistant Tager mentioned was last seen around here."

' _...Those voices…'_ Carl thought as he looked ahead, seeing a familiar pair looking around the area, _'Mr. Kevin? Miss Gwen? What are they doing here? And what…'_ he quickly shook his head, _'No...I can't get them mixed up.'_

"Seriously, why did it have to be so late at night though?" Kevin asked before yawning a bit.

"She said she didn't want to lose this lead, even if it means working all night," Gwen explained before sighing a bit, "I'm all for a mission at night at times, but this seems a bit much."

"Ya think?" Kevin deadpanned, "Why couldn't she send Tager out here?"

=Because I'm having him do another mission at the moment, dumbass= Kokonoe spoke through their communicator =So stop your bitching and get back to the task at hand=

"Grr…" Kevin's eye twitched at that.

=Honestly, Gwendolyne, how do you deal with someone like him?=

"That's something I'm keeping to myself."

=...know what? Nevermind. I need to get back to planning...Kokonoe out=

"...Bitch," Kevin muttered.

"Kevin…"

"What? ...Oh right, she's a cat girl," Kevin noted.

"Not what I...Ugh…" Gwen facepalmed, the two unaware of Carl quietly walking past the two, hoping they'd wouldn't hear or see him.

' _Just a few more steps, and I can avoid contact with them...the less they're involved, the be-'_ Carl mentally began.

"Carl?"

"?!" Carl tensed up a bit, pausing mid step as he stood there, "..."

"Carl, is that you?"

"..." Carl said nothing as he tried to walk away, only for Ada to hold her arm out in front of him, "Sis…"

"..."

"I know it's rude, but I really don't want to get them involved…" Carl whispered.

"..."

"But, Sis…"

"..."

"..." Carl sighed in defeat, "I suppose I can't escape it now…" he whispered to himself as he slowly looked over at the two, "H...hey."

"So this is where you went off to when you snuck out," Kevin noted.

"Y...yeah…" Carl nodded before flinching a bit at the stern glare Gwen was giving him, "?! Um...I-I can explain, Ms. Gwen..."

"You had Dr. Litchi, Linhua, and I worried when we saw your bed empty and you gone, Carl," Gwen noted, "What made you...no. What _drove_ you into sneaking out while still recovering?"

"...I...well…"

"...It has to do with your dad, doesn't it?" Kevin asked, earning silence from the young boy, "...ugh…"

"You're risking your injuries getting worse for a lead on him?" Gwen asked in disbelief.

"Well...yes," Carl sighed a bit, his hat shadowing over his eyes, "He was seen here in Ikaruga, and…"

"You followed him here," Kevin surmised before his eyes narrowed a bit, "Or rather...you found him."

Carl tried to not respond to that. His sister, however, nodded.

"What?!" Gwen gasped, "Please tell me you didn't get into a fight with him."

"..." Carl said nothing...only for his sister to nod, "...Sis…"

"Oh, Carl…" Gwen gasped before glancing around, "Come on. That alley doesn't…"

"Gwen, you are aware that you are a young adult about to take a little kid into an alley, right?" Kevin asked.

"..." Gwen sighed, "Right, right. Just...Just really annoying I can't use them in public here."

"Hmm...ma-" Kevin began.

"Oh, my dear! I finally found you!" a new voice spoke up, making Carl jump slightly in surprise.

The four looked to see a figure approach them. Kevin was quick to notice that while, at first, it looked to be a young woman, the figure was actually an androgynous male with violet hair tied in a bun and blue eyes with dark pink eye shadow and red lipstick. He wore a flowing pink and red kimono that exposed his shoulders underneath was sleeveless black skintight turtleneck, black shorts and legwarmers, and red platform sandals. He also sported a translucent pink scarf which appeared to levitate through unknown means.

"Wha! Wh-what do you want?!" Carl asked the man in surprise.

"Oh. Oh my, that was rude of me. I just got a little excited," the man chuckled slightly, "Oh, my dear, you are above and beyond what I'd hope to imagine. My deepest apologies...You are Carl Clover, aren't you?"

"...That's me, yes…" Carl slowly nodded, "Um...who are you?"

"I...am Amane Nishiki, my dear!" the man introduced himself with a bow, "Oh, it's so nice to meet you, Carl."

"You know Carl?" Gwen asked.

"In a way, yes," Amane nodded to her before looking back at Carl, "Do you have a moment to talk, my dear?"

"...well...no. I'm not really in a talkative mood…" Carl admitted.

"Oh...well perhaps maybe two seconds of your time?"

"...one, and two...good bye," Carl said as he began to walk away.

"Time out! Time out! I meant ten seconds! Let's change it to ten seconds, okay?" Amane offered.

' _Ugh...he's so persistent!'_ Carl thought in annoyance, "Fine, but only ten seconds."

"Clock's tickin'," Kevin joked.

"Ahem. I'll cut to tge point then," Amane cleared his throat, "Carl, become mine!"

"..." Gwen's eyes widened along with Carl's as Ada raised a sleeve up to her mouth area.

"Okay! There is a _lot_ wrong with that sentence," Kevin informed as he moved Carl behind him.

"Oh no no no! I'm afraid you misunderstand," Amane explained, "You see, I happen to lead a circus troupe filled with many talented young and handsome men."

"..." Kevin's eye twitched.

"Maybe you should explain it a bit better," Gwen noted quickly.

"Ahh...of course," Amane nodded a bit, "You see, with how dreary the world is now a days, I can't help but move from place to place, and a few years back..it hit me. 'Why not start a troupe?' I had thought, 'to help bring something festive to people's lives.' Of course...I had to chose a few talented young people to help me out, and when I heard about young Carl here, I just HAD to have him!"

"Yeah...One issue," Kevin noted as he moved to the side, revealing no sign of Carl, "He ran off."

"...Ohohoh...oh clever little shrew…" Amane chuckled a bit.

' _Not again…'_ Gwen facepalmed as Ada looked around.

"...Well...guess I'll have to try finding him again.." Amane shook his head as he began to walk off.

Once he was gone, Kevin put his hand on the wall he was beside and absorbed enough that Carl stumbled out of an indent in it. Ada went over to Carl and knelt down to him.

"I'm fine, sis," Carl assured as he looked over at Kevin, "He put some air holes for me to breathe through when he did that."

"Guy gave off some creepy vibes," Kevin shrugged.

" No kidding…" Carl shuddered before shaking it off. "Still...thanks."

"No prob," Kevin nodded a bit.

"Now if you'll excuse me…" Carl began as he got up, "I need to go. I...have some things I need to think over…"

"..."

"I'm not telling them that. It'll only worry them more…" Carl whispered to Ada.

"..."

"I know, but this is for your own sake too…" Carl quietly argued.

"..."

"But...sis…"

"You know we can hear you, right?" Kevin asked.

"..."

"Carl, please...What's wrong? You can tell us," Gwen assured.

"...I can't say…" Carl whispered as he began to walk off, his hat shadowing over his eyes once more, _'I can't get them involved...not when there's a chance to make sis normal again…'_

"Carl…" Gwen whispered, about to follow before Kevin stopped her.

"If he doesn't wanna talk, then let him be…" Kevin sighed a bit, _'Just hope he doesn't get into anything serious…'_

* * *

Ben yawned a bit as he walked out of his temporary room, rubbing his eyes a bit. Quite a few things happened yesterday. A quick sparring match with Makoto, learning she can go toe to toe with Fourarms and Rath...the incident at the hotsprings...

"..." Ben quickly shook off the forming blush on his face, "M-maybe I should see what the others are up to…" he whispered as he headed towards Kagura's office. He was about to reach for the handle until he heard something inside.

"I don't need every single detail, but you should be asking her, not me!" the voice of a certain white-haired man snapped from inside, "'Oh, this way's quicker!' 'That's the long way!'...She just kept running like she knew where she was going!"

"...Wait...that voice…" Ben whispered as he opened the door slightly, peeking in a bit to see Ragna standing there with Kagura and Hibiki, one of his eyes closed while Celica stood next to the white-haired man, _'Ragna? What's he doing here?'_

"Ahh...don't yell so loud. Pipe down, will you?" Kagura winced a bit.

"Whatever…" Ragna snorted, "So what do you want? I'd like to know why you decided to let me out, too."

' _Let him out?...Wait. They caught him?'_ Ben thought in slight surprise.

"Simple; I need you to help me, Ragna the Bloodedge," Kagura answered, "I'll entice you with a reward."

"You want me to be your lapdog? Give me a break….is what I would normally say, but that's why I've been rigged with a bomb, isn't it?" Ragna stated, "That is sneaky…"

' _A...A_ BOMB _!?'_ Ben's eyes widened, unaware of someone approaching from behind him.

"A bomb?" Kagura blinked, "What are you talking abo-"

"Gah!" Ben yelped as he was suddenly punted into the room by Kokonoe.

' _The hell? It's that kid again…'_ Ragna thoughts as he looked at Ben, who was down on the floor facefirst as he groaned a bit, _'What's he even doing…?'_

"First off; I've rigged an MD bomb to his body. I'll spare you the long-winded explanation, but to put it simply...it's his collar," Kokonoe stated as she walked in, pointing to the collar around Ragna's neck before pointing at Ben, "Also Kagura, you need to make sure the door is locked so no one peeks or listens in, like Tennyson here."

' _Ugh...well she's not wrong...I seem to be doing that aot lately,'_ Ben thought as he stood up, "You could've warned me you were coming before punting me in here…"

"Eh. Didn't want to waste my breath," Kokonoe waved off a bit.

"...nevermind…" Ben sighed a bit, "Also to get back on subject, you planted a bomb on him?! Doesn't that seem...oh I don't know, overkill?!"

"I'm with the kid. That seems like overkill there," Ragna added.

"Agreed…" Celica sighed a bit.

"Up to your dirty tricks, eh Kokonoe?" Kagura noted with a slight grin before shrugging, "I guess this means this will be a quick conversation. Ragna, you're not allowed to use the Azure Grimoire for a while."

"Huh?" Ragna blinked at that before frowning a bit, "Don't be ridiculous!"

"Just hear me out. We're carrying out a plan right now, and your Blazblue would get in the way of that, and it would cause a bunch of misunderstandings," Kagura explained, "Same goes for your Omnitrix, Benji."

"Huh? Why?" Ben blinked a bit.

"And what misunderstandings?...In fact, whose?" Ragna asked.

"There are two reasons," Kagura answered, "The first being Hazama...or rather, Yuuki Terumi. We're tracking him right now, and if either of you two are running around, then the sensors will mistake either of your for his Azure Grimoire, if not faint for your watch, Benji."

"...He's got a point kinda," Ben admitted before sighing a bti in annoyance, "Also, please don't call me that…"

"Nope. It's already stuck," Kagura smirked a bit.

"...And the second reason?" Ragna asked, wanting to move things along.

"Azrael."

The sound of glass breaking caught their attention, causing the five there to look and see Makoto standing in the doorway, a look of fear on the Beastkin's face as the floor before her was littled in shards of glass.

"...Heh...heh heh. R-really funny, Kagura," Makoto laughed nervously, "For a moment, I thought you said Azrael."

"..."

"...Oh kami you're serious…" Makoto whispered as she began to pale.

"...What are you even doing here, Nanaya?" Kokonoe demanded with a frown, "Shouldn't you be getting ready for a mission?"

"Well I was and wanted to get a quick drink before I overheard you guys talking and Kagura brought up the freakin' Mad Dog himself!" Makoto exclaimed before paling further, "...That means he's here in Ikaruga, doesn't it?"

"..."

"...He is, isn't he?" Ragna asked.

"...yup," Kagura sighed a bit.

"And it' more than likely one of Azrael's target's is your Azure Grimoire," Kokonoe added.

"...uh...explanations here?" Ben spoke, getting Kokonoe and Kagura's attention, "Who's Azrael?"

"...Kagura, you explain," Kokonoe ordered.

"Makoto, you explain," Kagura passed on to the Beastkin.

"Eh?! Why...mou...fine," Makoto sighed a bit in defeat as she looked over at Ben, "To put it simply...the guy's a living definition of monster. He goes from battlefield to battlefield to find his next meal."

"You mean opponent, right?"

"No. The guy literally sees every battle as a meal," Makoto stated, "During the Ikaruga Civil War, he earned the name Mad Dog because he attacked and killed practically everyone on both sides! In fact, I heard he's even strong enough to create a pseudo nuclear explosion!"

' _...and if he finds out about me and the Omnitrix, he'll want to try and fight one of my heavy hitters, like Rath or Fourarms...or even go against Atomix…'_ Ben thought in realization, _'...Okay. That makes things in this world WAY more complicated now…'_ "...and I'm gonna guess if Azrael and Ragna meet...there's most likely gonna be a huge battle, right?"

"Correct," Kokonoe nodded, "It would undoubtedly end up becoming being an intense fight, on such a level that Ragna would surely have him have to choose whether or not to use the Azure Grimoire," she explained before looking back over at Ragna, "In short, you've got to stop using BlazBlue so carelessly."

' _Huh...I'm kinda getting some deja vu here…'_ Ben thought.

"...I understand…" Ragna sighed a bit at the logic before looking over at Kagura, "Alright, Kagura, what should I do?"

"Simple. You're the bait," Kagura answered.

"The bait?" Ragna repeated.

"Hold it. Didn't you guys just say NOT to have him and Azrael meet more or less?" Makoto asked.

"That is true," Hibiki spoke, "But since yesterday, news of the grim Reaper's capture has been travelling throughout Ikaruga. People are saying Colonol Kagura Mutsuki has captured the grim Reaper."

"It's true enough," Kagura shrugged in confirmation, "In fact, it's perfect you and Makoto are here, Benji."

"Eh?" the two blinked in confusion.

"I'll explain," Hibiki spoke once more, "The news of the grim Reaper's capture has brought many people from around the world here to Ikaruga to...well, the situation evolved into a gladiator style tournament that'll take place at the Coliseum tomorrow, with the bounty from Ragna the Bloodedge capture as the prize with Ragna himself competing."

"Woah woah woah! I'm gonna be fighting?" Ragna asked.

"Correct. Ragna the Bloodedge will fight with his own reward on the line," Hibiki nodded in confirmation, "Which will no doubt attract Azrael's attention."

"...And what about us?" Makoto asked, pointing to herself and Ben.

"You two and Levin-san will be competing as well," Hibiki answered.

"...You're not using us as bait as well, are you?"

"In a way, and...well…" Kagura began as he pulled out a poster, "Check this."

On the poster was an image of a woman in her late teen/early twenties with short-wild crimson red hair with blonde highlight in them as she stood before a roaring flame, a silhouette of a large dragon flying above her. Her eyes seemed to be hidden underneath a demonic dragon-themed mask while she sported a pair of earrings resembling crimson flames. She wore a tight black jumpsuit underneath metallic crimson-red and obsidian black armor with a pair of clawed pauldrons on her shoulders, a pair of metallic crimson-red boots themed after dragon talons, and a pair of gauntlets in the same colors, one beings a bit larger than the rest as she wielded a pair of spears, one resembling a trident in dark gold and crimson-red and the other having a gun barrel underneath the pointed part.

"Eh? Who's this?" Ragna asked, looking over at the poster.

"Her name's Asuka of the Crimson Flame, and she happens to be the reigning champion of the coliseum," Kagura explained, "And we're hoping Benji, Makoto, and Kevs can convince her to help us out."

"...why?" Makoto cautiously asked, making sure it's not for some perverted reason.

"Simple. She's a Murakumo Unit, specifically Delta-04," Kokonoe bluntly answered.

"What the hell?!" Ragna exclaimed, "What the hell is this?! I mean, is _every single Murakumo Unit_ that I cut down coming back to life to fuck with me again?!"

"Relax. I doubt she even acknowledges your existence right now," Kokonoe snorted, "She's grown so used to being the champ of that place, she's developed a king complex….well, more like it fed it, but still."

"King whatnow?" Ben blinked twice.

"She has a huge ego and thinks she has complete rule over the damn place because she's never lost a match….though I guess for it, it's a queen complex," Kokonoe stated.

"...Noted," Ben nodded.

"...And while those two and Levin are busy trying to recruit her-which I think is a bad idea if she starts going batshit insane on me-, you want me to go at it with Azrael?" Ragna asked.

"Just do what you can to draw him out," Kagura explained, "I'll take on Azrael. You wouldn't stand a chance."

"Hey!" Ragna growled.

"I'm not underestimating you, Ragna," Kagura countered in a serious tone, "You're very strong, there's no question. But without the Azure Grimoire, both Azrael and I are stronger than you."

"So what?"

"You have no conviction behind your strength. You just wave your power around without discipline," Kagura continued as he crossed his arms, "That makes you no different than Azrael. You're never going to win if you rely on brute power alone."

' _Ouch. That's a low blow,'_ Makoto thought.

"Right now, you need to search for your own strength," Kagura continued, "'What am I fighting for? What am I using this power for?' Searching for the answer to those questions is the duty of those who seek power. When you find those answers, you'll become plenty strong without having to rely on that Azure Grimoire you've got. Probably even stronger than me."

Ben blinked a bit in surprise as he looked at Kagura. At that moment, he didn't see the same laid back, perverted man he met not too long ago, but rather...he seemed more like the man he was meant to be. A man looking out for his people.

"...What am I fighting for...huh…" Ragna whispered to himself.

"Ragna…" Celica whispered.

"But don't worry. I'll reward ya," Kagura grinned a bit, "Just be sure to give it all you got out there."

"Tch. I don't need no reward," Ragna scoffed.

"Not even if it was Kushinada's Lynchpin?" Kagura offered.

"Kushinada's-?! You have Kushinada's Lynchpin?!" Ragna exclaimed.

"What's Kushinada's Lynchpin?" Ben whispered to Makoto, earning a slight shrug from the Beastkin.

"I...can't truthfully say I have it," Kagura admitted, "But I can tell you where it is. And of course, I've confirmed the gate...the gate where the Lynchpin is sealed." he added before Rana ran up to him, grabbing him with his non-paralyzed arm.

"Where?! Where is it?!"

"That's not all. The key to activating the Lynchpin? It's here," Kagura added with a smirk

"?! The lost means to activating Kushinada's Lynchpin...is here?!"

"Eeyup."

"Okay seriously, what's Kushinada's Lynchpin?" Ben asked.

"...well considering you're part of this operation more or less, Benji...Kokonoe?"

"It's something that was created before the Great Dark War. Basically, it can interrupt the flow of Seithr at its source and if driven into the Boundary, it has the power to stop the flow of Seither entirely," Kokonoe explained, "In short, if we drive it into the Boundary, there goes all the Seithr in the world."

"Wait, seriously?!" Makoto gawked.

"...I'm sensing a 'but' coming up," Ben noted.

"...Guess you're not as dumb as I thought," Kokonoe noted, "Yes, and it involves the key Kagura mentioned."

"...And that is where exactly?" Ben asked before Kokonoe pointed at Celica.

"Hello…" Celica waved a bit.

"Celica? Celica's the…?! Wait, hang on a second!" Ragna snapped.

"Are you saying…?!" Makoto began.

"That's right. Celica Mercury's soul here is the key to activating Kushinada's Lynchpin," Kokonoe answered.

"WHAT?!" Ben and Makoto exclaimed in shock.

"...Celica, what the hell's going on?!" Ragna demanded as he placed his good hand on Celica's shoulder, "Please explain!"

"Oh...um...my father was...hmm…." Celica began to ponder, trying to think of how to explain things, "What's a good way to explain…?"

"Calm down, Ragna. I'll explain this one," Kokonoe spoke up, "You can take your hand off Celica's shoulder. She's the kind of girl that wouldn't speak up even if you broke her clavicle."

"Oh. Uh, sorry Celica," Ragna said as he moved back from her, "You okay?"

"Yes I'm fine. I'm tougher than I look," Celica assured.

"Uh, kinda rude just to ignore me like that," Kagura deadpanned, "Also Rags, you really need to work on the way you treat women."

"...Kagura...what you said…" Ragna paused as he looked over at Kagura, "That's a binding promise, right?"

"It's a guarantee," Hibiki confirmed, "I will guide you there myself when the time comes."

"See? I told you. You'll have to listen whether you like it or not," Kagura smirked, "We'll be counting on you for a while, Ragna."

"...Got it," Ragna nodded, "So what's this plan?"

"That's not something you need to know," Kokonoe stated with a frown, "W-"

"Defeat the Imperator and take over the NOL."

"WHAT?!" Makoto, Ben, and Ragna exclaimed.

"What did I just say?!" Kokonoe snapped, "Baka! You can't just shout something like that!"

"What? No reason to hide it. If we're gonna be working together, it's easier if he just knows," Kagura countered with a smirk, "Hell, even Benji's in on the plan."

"Seriously, don't call me that…" Ben deadpanned, "Also, you pretty much left out the whole 'take over the NOL part' when you told me this plan."

"No surprises on leaving things out in a plan," Kokonoe deadpanned.

"Hey. I just figured might as well tell him about it since we'll be working together," Kagura shrugged.

"...That is true, I guess…" Kokonoe muttered before giving Ragna a stern glare, "Ragna, you better not get in my way. Got that?"

"I'll be careful not to get blown away…" Ragna rolled hs eye a bit, "By the way, Kokonoe, is there anything you can do about this?"

"This?" Kokonoe repeated with a raised brow.

"My right eye and arm. They make some things really inconvenient, like going to the bathroom for one. I'm right handed-too," Ragna stated.

"Ew. TMI on the bathroom part…" Makoto gagged a bit at that.

"Agreed," Ben agreed.

"Oh! I can help you, Ragna!" Celica offered.

"What? I…" Ragna began before he was suddenly punched in the face, "OW!"

"Sorry about that. My hand slipped," Kagura 'apologized'.

"And _that_ 's WTMI," Makoto blanced.

"WTMI?" Ben repeated.

" _WAY_ Too Much Info," Makoto replied

"Ahh..."

"Gah...you dick," Ragna muttered, rubbing the bruise on his face with his good hand as he glared at Kagura, "Why'd you clock me over that? She was the one offering."

"Better not do that, Celica. You don't know what diseases he's carrying," Kokonoe stated.

"I'd pass, Celica. It would be a terrible waste of your potential," Hibiki added.

"Hm?" Celica tilted her head in confusion.

"Ugh, you assholes…" Ragna muttered.

"..Oh that's right. There's one more person I need to talk to," Kagura remembered as he looked at the door, "Come in."

At that, the door was forced open to reveal a rather livid Jin, a cold glare in his eyes as he walked in.

"Kagura, what's the meaning of this? Explain to me right n-" Jin began before he noticed Ragna, "Nani?!"

"Eh? Jin?" Ragna blinked a bit.

"Brother...ng….out of my way…" Jin ordered as he shoved Ragna out of the way.

"Major Kisaragi, wh-" Makoto began before Jin shot the cold glare at her, "...Shutting up."

' _Brrr...That was almost as bad as the glares Gwen sometimes gives out when Kevin and I really screw up,'_ Ben thought.

"What's wrong, Jinny? You're making such a scary face," Kagura noted with a joking grin.

"Didn't I tell you to stop calling me that?" Jin frowned, "When were you going to tell me that Bro….Ragna had been captured? And what's going on at the Coliseum?"

"Oh, that...Don't worry. You don't have to do anything different. I've just changed my order is all," Kagura answered.

"The order?" Jin repeated.

"Yeah. After the tournament, we'll hand over Ragna to Tsubaki a-"

"WHAT?!" Makoto exclaimed as she shot up to him, "Oh no! You are not using one of my best friends as bait, especially s-"

"I told the higher ups she was undercover for me at the time when she was ordered to go after Noel and Jinny," Kagura whispered to her.

"...Seriously?" Makoto's eyebrow rose.

"Of course. No way would I send a lady out into danger like that without a backup plan," Kagura assured.

"I'd take you more seriously on that if you weren't trying to grab my ass," Makoto glowered, holding up said hand in a crushing grip.

"Heh...noted," Kagura chuckled a bit as he pulled his hand back, _'Ahh...jeez! That grip of hers is stronger than ever…'_

"...What about the Imperator's interference? Did you not have anything in mind to handle that?" Jin spoke up, "And what about Hazama? He'll definitely come."

"Hazama _can't_ come," Kagura stated before sighing, "Honestly, I didn't want to resort to using it, but I'll set it up so that he can't, and it's a sure-fire way to do it, too. So, make no mistakes, Tsubaki will be the only one that shows."

"...And what about the interference?" Ben chimed in, "Maybe I-"

"We got that handled," Kokonoe spoke up, "To combat the Imperator's interference, we'll use Tager. With his Artificial Causality Phenomena Weapon at full tilt, it should work out alright. The situation will change from 'interception' to 'focus'."

"Artificial what now?" Ben questioned.

"Think of it as a prototype to the Idea Engine Ragna has in his Azure Grimoire," Kokonoe stated, "And speaking of whom, in a lot of ways, all eyes in the world will be focused on the coliseum, and right now, the Imperator's lot are focusing their interference on Ikaruga. In that state, I seriously doubt they'd be able to employ interference on 'all eyes in the world' and immediately rewrite the information. Hell, even the Master Unit will be watching, so I have no qualms with having the location be fixed."

"In other words, even if it's only temporary, the Imperator won't be able to use her interference," Kagura added, "And it'll be a nice practice rehearsal for us, too."

"Practice rehearsal?" Jin repeated before scoffing a bit, "Whatever. If there are any changes to the plan, I'd like you to tell me beforehand."

"Yeah yeah, we'll be sure to inform you, Major Kisaragi," Kagura assured.

"...Also…" Jin paused as he shot around and butted heads with Ragna, an almost...unsettling crazed look appearing in Jin's eyes, "Long time, no see...Brother."

"...Ki...Ben, you and squirrel girl take Celica outside," Ragna ordered as he glared at Jin

"Huh? But…" Celica began before Makoto picked her up and walked out, her tail sticking straight up.

"You do not want to see what happens!" Makoto informed quickly, _'Oh god! I haven't seen that look since the academy!'_

"...uh…" Ben began, seeing the intimidating aura surrounding both Jin and Ragna, "...Makoto, wait up!" he yelped a bit as he ran after the Beastkin.

"...Well, I'm out. I know when shit's about to hit the fan," Kokonoe said as she left next.

"Hey, wait! Get back here!" Ragna barked.

"Sorry, but no thanks," Kokonoe deadpanned.

"..Hibiki, mind taking care of that thing for me?" Kagura whispered to his assistant.

"Of course…" Hibiki nodded as he walked off.

"Good. Now…" Kagura began as he glared at both Jin and Ragna, "If you two are about to fight, do it someplace else. This is my room, not a battlefield."

"...Brother…did I hear that you lost to this man?" Jin asked, ignoring Kagura at the moment, "How….disappointing."

"Shut. Up…" Ragna growled, "He cheated."

"Oh is that so?" Jin grinned a bit, "And what happened to your eye? Someone gouge it out?"

"It's just closed. I still got my eye," Ragna growled, "Stop standing close to me, asshole...and get out of my face, you little brat."

"Are you two even l-"

"Shut up!" Ragna and Jin snapped.

"Ohh~ scary," Kagura sarcastically mocked before crossing his arms, "Alright, alright...I'll be quiet."

"...Though I guess you're right…" Jin spoke as he moved away from Ragna, "There's no use being so close to a worthless loser such as yourself."

"You're the loser here, jackass," Ragna countered, "Who's the moody little kid that was slamming his forehead into mine?"

"Oh, don't worry. I'll be performing your last rites very soon," Jin assured with a slight crazed grin, "So how would you like to die? Go ahead and tell me."

"If the little brat who used to cry like a little baby because he thought the moon would fall keeps acting so cocky, I'm gonna kill him," Ragna threatened.

"Draw your sword…" Jin ordered as he summoned Yukianesa.

"You draw yours…" Ragna growled, about to pull his out before Kagura slammed his own blade between the two.

"Okay, that's enough," Kagura frowned, "If you wanna fight, do it outside."

"Stay out of this!" the two barked.

' _Ahh Jeez...went from one headache to two…'_ Kagura mentally groaned.

* * *

"Okay….that was scary…" Ben admitted as he and the two girls stood out in the hallway.

"Tell me about it…" Makoto shivered, her tail still sticking straight up, "I mean look at my tail! It still won't go down!"

"I'm sure it…" Celica tried to push the tail down only to end up going into a push up, "...Wow. This is really stuck. Either that, or you have a very strong tail, Ms. Nanaya."

"I do a hundred push ups with it every morning," Makoto shrugged, "But still! Honestly, my tail has _never_ gotten stuck like this in year!" she grumbled, "Stupid Jin and his crazy self…"

"...I take that's a normal thing?" Ben couldn't help but ask.

"No, at least...I don't think so," Makoto replied, "But right now? The moment it starts getting colder in here? We book for it."

"Ahh...noted," Ben nodded, "...so...the whole tournament thing…"

"Huh? Oh, yeah…Heh...can't believe we've been 'invited' to join," Makoto noted with a slight chuckle, "This is gonna be interesting."

"No kidding, especially considering...well…" Ben pause as he looked at his Omnitrix, "Since I won't be able to use this. Last thing I need is the whole world after me, especially…" he shuddered a bit, "Azrael."

"Please don't say his name again. Even hearing it makes me shiver in fright," Makoto shuddered.

' _No kidding. Probably the only Alien I can use against him is Alien X, but he's more of a last resort,'_ Ben thought, _'Plus I doubt he'll even let me get a chance to even use the Omnitrix.'_

"...Uh…" Celica blinked a bit, noticing the nervousness the two had before clearing her throat, "Why don't you two head back to your rooms to calm down? I'm not much of a fighter, but it'll help you two focus."

"...That is true," Ben admitted, "Plus...kinda need to tell Kevin and Gwen the plan since they're part of it kinda."

"Might as well do the same with Noel and Tsubaki then," Makoto shrugged a bit, "So...see you at the tournament, Ben-kun?"

"Yeah. See you at the tournament," Ben nodded as he began to walk off.

"Hey, Ben?"

"Hmm?" Ben blinked as he looked back over at the Beastkin, "Yeah, Makoto?"

"If we end up fighting each other…" Makoto paused as he held her fist out to him, "Let's give it our all."

"...Yeah. Sounds like a plan," Ben smiled a bit as he bumed fist with her, "May the best one win."

"Yeah. Till then…ja ne," Makoto said as she walked off.

' _Yeah...may the best one win…'_ Ben thought as he watched her walk off, _'Let's just hope things will go as planned, otherwise...I may have to resort using the Omnitrix.'_

* * *

"GAH!" a man screamed as he was sent crashing into an arena wall.

=Oh! And that's number 99, minna!= an announcer called out as the crowd cheered on the woman standing in the center of the arena, resting one of her spears on her shoulder as she was surrounded by unconscious fighters with only one standing in front of her =Will our champion Asuka be the last one standing once more, or will her final opponent defeat her?!=

"Hmph," Asuka humphed before a chain was wrapped around her.

"Gotcha, ya cocky bitch!" a lanky man grinned, tugging on the chain as he began to drag her towards an electrical current coming from one of the knocked out fighters' gloves, "Hope ya enjoy this shocker, fire bitch!"

"...Baka!" Asuka shouted, causing the man to tense up as a fiery aura surrounded her, "You dare and attempt to harm the queen with such petty tactics?!"

=Uh oh. Is she going to…?= the announcer began before Asuka let out a rising roar, flexing her arms out until the chain was shattered =Oh! He's done it now, minna! Our champion is angered!=

"Ahh...ahh…" the man whimpered as Asuka twirled her spears and impaled them in the ground.

"No matter how many tricks you use one me, no matter how many men you bring, no matter what circumstance you give me, you will not dethrone the queen! I am the crimson flame! I am the demonic dragon queen! I am the undefeated ruler of this arena! I am ASUKA!" Asuka declared, causing the crowd to cheer out loudly as she began to inhale.

"Oh shit!" the man panicked.

=Oh shit! She's gonna use one of her signature moves! Those in the lower seats better move back, less you be burned by her crimson flames!= the announcer warned as the aura around Asuka flared up.

" **Crimson…** "

"Gah!" the man freaked as he began to run.

" **HELL FLARE!** " Asuka declared as she roared out, a stream of large, crimson flames bursting out of her mouth as it shot towards the unlucky opponent.

"Shitshitshitshitshitshitshitshitshitshi-!" the man freaked before the flames impacted, causing him to cry out as he was sent crashing into the wall, the flames not stopping once.

Asuka soon closed her mouth, causing the flames to stop as the man dropped to the arena floor, completely covered in burn marks and most of his hair and clothes burnt off.

=And that makes number 100, minna! Our champion has done it once again!= the announcer shouted as the crowd was in an uproar of cheers =With today's match, that makes a total of 300 victories in a row! No one can stop her!=

"Of course…" Asuka whispered as he raised her hand up into the air, her pointer finger pointing towards the ceiling, "There is only one ruler of this arena, and that is me! Crimson Flame Asuka!"

The crowd was practically roaring in praise and cheer as they chanted Asuka's name over and over. Asuka closed her eyes as she began to walk away, pulling her spears out of the ground as she left the arena. It was true that she never lost a match. Not even once. However...it was a lie...there were only two times she lost.

"Grr…" Asuka growled out as she walked down the dark hallway, "I won't ever lose again...I won't ever lose to those two again…" her eyes narrowed as her crimson aura returned, the woman glaring at a warning poster of Ragna, "Especially you...Bloodegde."

* * *

"Hmm...so that's where you've been hiding…" A noted as he looked at a poster for the tournament, "And knowing Tennyson...he's most likely going to participate. And Ragna the Bloodedge could prove useful...perhaps..." he reached for a communicator on a nearby console, "Beta, are you, Alpha, and Gamma available?"

=Yeah. Wh-what about it, A-sama?= Karai nervously asked.

"Turns out Delta-04 was closer than we thought," A stated as he looked at the poster, "I want you to participate while Gamma and Alpha stay on standby."

=...Really? You want me to fight in a tournament? That place is gonna be one big sau...=

"There's a good chance that Beastkin you're lusting after will be there as well...oh, and Ragna the Bloodedge is competing too"

=SIGN ME THE FUCK UP~!=

=Karai…= Aoiro's voice sighed in the background.

=Oh shut up, Aoiro! Like I'm missing a chance to get Onii-sama and Mako-chan!= Karai argued before purring =Ohh~I wonder if Bullet will be there as well...double vitamin T and A for me~ Oh ho...maybe I can get onii-sama to join us in a threew-ow!=

=We'll be on standby, A= Kira spoke through the communicator next =Though I do not understand why you won't let me and Alpha compete=

"I already got two people in mind, though I will have to contact Neo Exodus in order for it to work out," A answered as he used his free hand to type in something, "If the Beastkin does manage to beat Beta, I doubt she'll be able to beat who I have in mind for her. As for Tennyson...i have someone special in mind for him."

=...understood. Gamma out= Kira stated as the communicator went silent.

"...Ugh...I pray to my leader I don't end up talking to _her_ …" A groaned as he pulled out a black device out of his coat and pressed something on it, causing the center of it to light up.

=Hello?= a female voice came from the devi

"I need t-"

=Ha! Just kiddin'! I'm not here right now! Upupupu! Please lea...=

"Ugh! You're pulling that again?!" A groaned in annoyance, "I have no time to deal with your psychotic jokes, J!"

=Mmm...you're no fun at times=

"And you enjoy those 'games' of yours way too much, little miss 'oh I just love despair so much'," A countered.

=Says the guy who has a hate boner for the guy he's co...=

"Do **not test me, Enoshima!** " A snapped, his voice becoming a bit distorted for a moment as he smashed his hand into a steel table, causing it to split in half, "The only reason we let you join our group is because you have this talent of driving people insane."

=Not to mention that I plan things ahead quite a bit=

"...Ugh….please put someone else on the line before I come back there and strangle you back into the afterlife…" A groaned out as he tried to calm down, "Someone like X perhaps…"

=Mm...fine. You're the party pooper= the female voice pouted =Hey~! A wants to speak to you, X!=

' _Hate her...hate her so much…'_ A groaned, taking a few deep breaths to calm down.

=What is it you need, A?= a new voice spoke from the device, this one sounding calm and collected.

"...I need a favor from you, X," A stated, a red light coming from underneath his hood.

* * *

 _SZ: Phew...been meaning to get to this particular arc. Sorry for the long wait, folks...just...been really busy and stuff, and…*sniffles*been sick with Hay Fever...and it SUUUUUCKS. Hopefully I'll be feeling better soon...for the time being, I hope you enjoy this chapter, minna. Until next time, I am Seanzilla115...ja ne._


	22. Rebel 21

_SZ: I am so freakin' psyched for Cross Tag Battle! I mean Blazblue, Persona, and RWBY in the same game?! Sign me up! Now...just need to get a PS4. Hoping I'll get one on Christmas. *sees the audience*...Oh! Ahem! Hey, folks! Now...uh...you know the deal. I don't own anyone or anything in this story except for any OCs and OC aliens that appear in this story._

* * *

"I'm sorry, what?" Kevin blinked as he, Gwen, and Ben stood in the latter's bedroom. "You, me, and squirrel girl are gonna be competing in a tournament?"

"That's right." Ben nodded before flinching at the small glare Gwen was giving him. "It was Kokonoe and Kagura's idea. I swear I had no prior knowledge of it."

"...Ugh. Mind telling me exactly why they're having you and Kevin take part in this tournament?" Gwen asked with a sigh.

"Well, there's two reasons, one being trying to convince the champion of the coliseum we'll be competing in to help out in Kagura's plan," Ben explained.

"And the other?" Kevin asked.

"To lure out someone named Azrael."

"Azrael?" Gwen repeated. "As in the Angel of Death and one of the Seraphim?"

"...I don't think so, but from how nervous Makoto got...the guy is seriously bad news," Ben answered.

"...Considering how strong everyone else is here in this world...I could see that." Kevin shrugged a bit. "But why exactly are we trying to lure out this Azrael guy?"

"Well, to be fair, Ragna-who's here by the way after being caught by Kagura last night-is gonna be the main 'bait' for Azrael," Ben clarified. "As for why...well, Kagura plans on overthrowing the Imperator and taking over the NOL."

"...honestly, I could see him doing that," Kevin admitted. "That or he's just being cocky."

"I don't know...he was pretty serious about it when he told me," Ben stated, making the two look at him. "I mean, I can't blame him, honestly. Not like he could be worse."

"...He's got a point," Kevin noted, "Though he might end up slacking on the job."

"With Hibiki on his side, I doubt that," Ben deadpanned, already picturing Hibiki scolding Kagura for missing an important meeting.

"...Still, I feel as if there's something else to this," Gwen spoke, holding her chin in thought.

"Hmm?"

"He said he wanted to overthrow the Imperator and take over the NOL, yet it feels like there's another motive behind it," Gwen explained

"Maybe he's secretly the boss of the mafia...or yakuza, considering this is Japan and all," Kevin joked a bit.

"I highly doubt the NOL would've hired him if that was true," Ben deadpanned a bit. _'I wonder how Makoto's handling things right now?'_

* * *

"You're what?!"

"Eh heh….I'm...entering a tournament with Ben and Kevin…" Makoto nervously laughed, "Kokonoe and Kagura's orders and all that."

"And they want me to escort Ragna the Bloodedge, the world's most dangerous criminal, to where this tournament will be taking place?" Tsubaki asked with a slight frown, "They are aware th…"

"Kagura said you were undercover when you were after Kisaragi-sempai and Noel," Makoto explained.

"Eh?" Noel blinked.

"Yeah….I find that kinda fishy, but best we can do is trust him." Makoto shrugged.

"...Let me ask you this, Makoto. Why? Why are they…?" Tsubaki began.

"Azrael."

"?!" Tsubaki and Noel's eyes widened in horror at the name.

"A...Azrael...as in...the Mad Dog?" Noel asked, fear evident in her voice.

"Y...yeah. Ragna's gonna be the bait to lure him out so he doesn't interfere with the main plan."

"...And that is?" Tsubaki cautiously asked.

"Well…" Makoto looked around, making sure there wasn't anything or anyone hearing them from inside or outside the room before whispering to them, "Kagura plans on overthrowing the Imperator and taking over the NOL."

"What?!" Tsubaki hissed as quietly as she could. "What kind of madness is that?!"

"See? I knew that was gonna be your reaction." Makoto sweatdropped, "Also...you already know we're fighting against the NOL."

"I know that, and of course it would! I-I mean, what he's suggesting is a revolt! Even speaking of it will give you the death warrant!" Tsubaki hissed. "Especially for those involved with the one declaring said revolt!"

"W-well, we're technically not part of the NOL anymore, Tsubaki," Noel pointed out.

"Regardless, we…!" Tsubaki began.

"Calm down, Tsubaki. Just calm...down…and breath..." Makoto advised as the crimson-red head began doing so. "Look, I know you're one for the rules and all that, but considering who's leading the NOL right now, do you want all this 'injustice' to continue?"

"N-no . . . but this . . . this is . . ." Tsubaki stammered before sighing. "I know this shouldn't go on, but...I only have one complaint with this."

"Kagura being in charge?" Makoto guessed.

"Hai…" Tsubaki sighed. "I know he's the head of the Mutsuki family, but...I fear what would become of the NOL if he were made in charge."

"Honestly….yeah. Same here," Makoto deadpanned, already thinking of Kagura holding a non-stop party while surrounded by gorgeous, voluptuous women, and the female NOL members wearing extremely tiny mini-skirts.

"W...well, he would have Hibiki-san helping him out, hai?" Noel asked.

"Yes, but would Hibiki-san be able to stop him?"

"...W-well…"

"Exactly. Any chance Hibiki's not around, he'd take the time to slack off," Makoto stated, "and most likely go after me or you, Noellie."

"Oh...w-well...maybe he'll surprise us and be a good leader," Noel reasoned.

"I….know what? Let's just move onto something else," Makoto stated.

"Good idea…" Tsubaki sighed before wincing a bit, bringing her hand up to one of her eyes.

"Tsubaki?"

"I-I'm fine, Noel. Just a small headache is all," Tsubaki assured, the pain in her eyes fading. _'The Izayoi is still affecting me, and I haven't used it these past few weeks...is...this retribution for trying to go after Noel and Jin-nii-sama?'_

"...Noel, go hang out with Celica," Makoto spoke, earning the shy blonde's attention, "I want to speak with Tsubaki in private."

"Oh...ok," Noel said, and went to find Celica, leaving Makoto and Tsubaki free to speak alone.

"Something up, Makoto?" Tsubaki asked, a bit confused as to why the Beastkin wanted to speak to her alone.

"That pain you felt a few seconds ago...it was the Izayoi, wasn't it?" Makoto asked in a serious, yet worried tone.

"...Yes," Tsubaki admitted with a sigh.

"Tsubaki...I…" Makoto sighed as she looked at her friend. "What were you thinking when you decided to use it? I mean, you know what kind of effects it would have on you, especially your eyes."

"I...I know, demo…"

"Demo nothing! Look!" Makoto snapped as she held up a hand-mirror to her. "Your eyes are barely faded! I'm honestly surprised you haven't gone blind by this point!"

"I'm sorry...It's just..." Tsubaki paused as she looked away, a look of guilt on her face. "When I was given the order to go after Noel and Jin, I...didn't think I'd be strong enough to handle them, especially Jin. I wanted to try and talk things out, but considering Ragna the Bloodedge was in Kagutsuchi at the time…"

"...You decided to take out the Izayoi from your family's vault," Makoto surmised, earning a nod from her. "Tsubaki…I'm worried for you...and what could happen...if you go blind from this…"

"I know…" Tsubaki sighed. "But...I need to keep using it...at least until the NOL becomes what it's meant to be."

"Even if it cost you your eyesight and…" Makoto paused, a sense of uneasiness in her voice as she struggled to say something. "...life?"

"..."

"...I won't let that happen."

"Makoto?" Tsubaki blinked a bit before she was pulled into a hug.

"I'm not going to let anything happen to you, Tsubaki," Makoto vowed, holding her tightly. "You're one of my best friends...and no way am I gonna let you die."

"Makoto…" Tsubaki whispered as Makoto released the hug and turned.

"I'm going to go and train for the tournament," Makoto stated, her hair shadowing over her eyes. "Just...promise me under any circumstance, you won't use the Izayoi…"

"..."

"Please promise me, Tsubaki…" Makoto stated, her hand starting to ball up a bit.

"...I promise, Makoto."

"I'll hold you to that," Makoto said as she walked off, opening the door before closing it behind her.

' _Makoto...I'm sorry, but I have to use it...even…'_ Tsubaki paused in her thoughts as she clenched her hand. _'Even if it costs me my life.'_

* * *

Meanwhile with Ben, he was heading over to the gym to practice and get ready for the upcoming tournament. Normally he would use the Omnitrix to try to breeze through it, but with someone like Azrael around and mainly gunning for Ragna...it would only make things worse if he found out about him and the Omnitrix. In short...Ben would need to fully master using his Omnitool in time for the tournament, and brush up on his fighting skills as well.

"...This is gonna be rough…" Ben whispered to himself, mentally preparing himself as well as he walked into the gym, only to stop when he noticed a certain squirrel girl rapidly punching a sandbag, said Beastkin wearing her original fighting outfit. _'Makoto? What's she...oh wait. She's most likely training for the tournament as well.'_

Makoto breathed out as she rapidly punched the sandbag, using a mix of crosses, straights, uppercuts, gut blows, and overhead punches. Ben was just thankful he wasn't taking the place of that sandbag, but he couldn't help feeling worried about Makoto. If she was going that hard, something had to be seriously on her mind.

' _...I should try asking her what's wrong,'_ Ben thought as he carefully approached Makoto. "Hey, Makoto?"

"Hmm?" Makoto blinked a bit, her last punch nearly breaking the chain keeping the sandbag up as she looked over at Ben. "Oh. Hey, Ben-kun. Didn't see ya coming in."

"...Are...you okay?"

"Hmm? Yeah. Why wouldn't I be?" Makoto responded before Ben pointed to the tattered and beaten up sandbag. "...That usually happens when I use the sandbag to train."

"..."

"Really! I'm fine, Ben-kun. No need to worry about me," Makoto assured, only to get silence in return. "...You're not buying it, are you?"

Ben merely shook his head in response.

"...Mou...fine. I'm worried about Tsubaki, and I'm trying to train for the tournament to keep my mind off it." Makoto sighed.

"I see," Ben noted. "...Wait. Is Tsubaki okay?"

"No...she…" Makoto paused as she sat on a nearby bench. "Have you ever noticed her eyes looking kinda dull?"

"...Now that I think about it, yeah. Her eyes looked kinda dull before I left to go check on Noel back in Kagutsuchi," Ben replied as he joined her on the bench. "Why?"

"...It's her weapon, the Izayoi," Makoto replied with a sigh. "Basically, it allows her to control light and disrupt radio waves. But...there's a catch...in order to use the light part...it needs to absorb the light in her. If used too much..."

"...It causes her to go blind," Ben surmised.

"Hai, but at worst...it'll kill her," Makoto stated, making Ben's eyes widen in horror.

"Then we have to find a way to stop her from using it."

"You think I haven't tried thinking of a way?!" Makoto snapped, making him flinch a bit. "I know she promised me she won't use it, but I have a gut feeling she will in the near future! I...I…" She let out a frustrated yell as she shot up and punched the sandbag, causing the chain to break as the sandbag itself rocketed towards the wall and crashed into it. "I...I'm scared….I'm really scared…" she whispered, tears forming in her eyes as she shook a bit. "I'm scared and angry at myself….scared at what'll happen if Tsubaki uses the Izayoi again...and angry because I couldn't do anything to protect her and Noel back in Kagutsuchi. I...I just feel so goddamn weak right now…"

"Makoto…" Ben whispered, looking at the trembling squirrel girl in worry. "...Let's spar."

"Eh?"

"We both need to train for the tournament, and you're trying to vent a bit," Ben said as he got up and walked towards the ring. "Why not do both at the same time? And this time, I'm not gonna use the Omnitrix."

"...Are...you sure about this, Ben-kun? I'm...not exactly gonna go easy on ya if we do this," Makoto stated as Ben climbed into the ring.

"I'm not looking for you to go easy on me," Ben answered with a comforting smile.

"...Okay." Makoto shrugged a bit as she ran over, jumping into the ring, and got into a fighting stance. "Bring out your Omnitool, then."

"Already on it," Ben said, pulling his Omnitool out and transforming it into its Hammer Staff mode. "You ready?"

"Hai. Ding…" Makoto paused as she blurred up to him, her fist already reeled back. "Ding!"

Ben barely ducked in time to avoid the hit and swung the Hammer Staff at Makoto, only for her to duck under the swing as she threw a straight punch at him. Ben quickly rolled out of the way of her punch and attempted to sweep her off her feet with his staff, only for her to jump back from it and charged at him, preparing to deliver an overhead punch. He blocked it with his staff, grunting a bit from the strength behind her punch before he swept his leg across her feet, tripping Makoto up as she fell to the mat.

Makoto quickly rolled back and shot back up, blocking a strike from Ben's staff. "...Heh. Gotcha."

"Hmm?" Ben blinked before tensing up, seeing her tail shoot right towards him, and he barely dodged it. "Forgot you could do that with your tail," he commented.

"Need to stay on your feet. You'll never know what your opponent has in store. For example…" Makoto began before flip-jumping right at him.

"Huh?" Ben blinked before Makoto wrapped her legs around his head, inadvertently letting him get a view of her black thong underneath her mini-skirt as she forced him onto the mat.

"Like that." Makoto giggled a bit as she jumped off him, leaving a blushing Ben lying there. "Now come on and get up. I don't want an easy win ya know."

"S-sure," Ben said and sprang back to his feet, shaking the blush off his face as he quickly switched his Omnitool into its Twin-blade mode.

"Good, now let's resume." Makoto smirked as she shot towards him, her fist already reeled back.

Ben stepped to the right to dodge her punch before he attempted to slash her with his weapon, only for Makoto to jump back as she attempted to uppercut him. Ben quickly jumped back from it before trying an overhead kick, which Makoto actually blocked with her tail.

"Heh. Gotcha aga-" Makoto began before tensing up, seeing Ben aiming his Omnitool-in its twin-gun form- at her, the barrel a light blue. "Uh-oh."

" **Aqua Shot!"**

Makoto quickly jumped back before the bubble could engulf her. Unfortunately, it left her wide open as Ben charged at her, switching his Omnitool back into its Hammer Staff mode as he swung at her, the squirrel girl quickly bringing her arms up to block, only for the hit to send her flying against the ropes. As she bounced off the ropes, certain other parts of her body also bounced, though Ben did his best to keep his eyes focused on her face, anticipating her attempt to recuperate and strike again. Unfortunately, neither was paying attention as Makoto crashed into them, causing the two to crash into the bubble and become stuck inside in a rather...ahem, interesting position.

Ben gulped, realizing where his hand was . . . and where his face was, for that matter. "Um . . . Makoto, I'm . . ." He slowly looked up, hoping she wasn't too angry with him.

"Uh...this...is awkward…" Makoto whispered a bit, a blush on her face. "...Uh...mind undoing this thing, Ben-kun?"

"A-already on it," Ben stuttered, putting his Omnitool on standby mode as the bubble popped...with gravity soon kicking in as the two fell onto the mat. "Oof!"

Unfortunately...the two ended up laid out on the floor with Makoto lying right on top of Ben. Makoto groaned a bit as she moved up a bit to see if Ben was okay, only to notice that their faces were almost inches away from each other. They tried to say something, but they couldn't help but stare at each other, Ben's green eyes looking into her amber-colored eyes.

' _Should I . . . ?'_ they were both thinking, but neither knew that was what the other was thinking. Then again...was it because of the heat of the moment, or...was it because of something else? Neither could think further as they unconsciously moved their faces before…

"Ahem!" the two tensed as they looked over to see Hibiki standing outside the ring. "Am I interrupting something?"

"No!" they both shouted, jumping off each other as they looked away, a heavy blush on their faces.

"...soka," Hibiki noted. "I came to check on you two in Lord Kagura's place, but it seems you're both alright."

"Y-yeah...we're okay. Right, Makoto?" Ben asked.

"Hai hai." Makoto rapidly nodded. _'Oh, God, if Kagura saw us in that position, he'd never let me live it down!'_

"Then if you are well . . ." Hibiki started.

"Yes! We are extremely well!" Ben exclaimed, trying to force the heavy blush off his face.

"...Then I will be on my way then," Hibiki said as he walked away. "Just be sure you two are ready for the tournament when the time comes."

"G-gotcha." The two nodded as Hibiki left.

An awkward moment of silence befell the area as Makoto and Ben tried not to look at each other, trying their best to keep the heavy blushes down. Finally, Ben broke the silence. "So . . ."

"So…." Makoto mimicked, rubbing her arm a bit. "That….happened."

"Y-yeah…" Ben nodded, rubbing the back of his head a bit. He couldn't believe that almost happened...though that was most likely due to the adrenaline from the spar. Though...he couldn't help but think back to that moment...when he and Makoto locked eyes like that.

Makoto seemed to have similar thoughts at the moment. Normally, she would dismiss such a thought...and yet, it kept burning its way into her mind. She also felt her heart beating rapidly, the Beastkin starting to pant a bit before she shook it off, _'Mou~! What the hell's wrong with me?! We sparred, and yet I feel like I want to make out with him now!'_

"Uh...l-look on the bright side," Ben spoke up, earning her attention, "At least you're done venting your frustrations out, right?"

"...H-hai. In fact...it almost feels like I got it off my chest." Makoto nodded as she got up. _'And yet I feel like I have another stuck there…'_

"...M-maybe we should hit the shower to cool down," Ben suggested.

"Good idea." Makoto nodded. "So...see you later?"

"It's a d-plan! Plan! It's a plan." Ben nodded, trying to force the reforming blush back down as he walked off.

"...I think I need to find someone to talk to…" Makoto whispered. "...I wonder if Celica's around?"

* * *

"Achoo!" Celica sneezed. "...Is someone talking about me?"

"Probably your imagination," Kokonoe waved off before Gwen walked in. "Good. About time you showed up, Gwendolyne…. Where's dumbass?"

"Kevin said he was going to go practice at the gym real quick to get prepped up," Gwen answered. "What do you need me for, professor?"

"I want you to look after Celica for me. I need to get things ready for the plan," Kokonoe stated as she moved over to a nearby computer. "Just try not to lose her again. I'm still pissed at you and dumbass for losing her."

"Um...I walked off because I heard something," Celica clarified.

"Yet you should've...know what? I don't need this," Kokonoe scoffed as she focused on her computer screen. "You two...go do something. Like I said, I need to get things ready, and I don't need any distractions right now."

' _Maybe a nap would help do you some good afterwards…'_ Gwen thought in slight annoyance before clearing her throat. "Come on, Celica. Maybe we can trade notes on some spells or something."

"Oh. I'd like that." Celica nodded as the two walked out of the room. "By the way, did you and Mr. Levin sleep well last night?"

"...No." Gwen sighed a bit. "Kokonoe had us up all night looking for someone."

"Oh...well, I'm sure she meant well," Celica note., "Still, it's not a good idea to stay up all night. It isn't good for your health, ya know."

"I know…" Gwen sighed before she noticed someone run by. "...Was that Ben?"

"Hmm?"

"I could've sworn I just saw…" Gwen began before she noticed Makoto peeking out of a nearby pillar. "...What's she doing?"

"I'm...not sure." Celica blinked. "Hey, Makoto~!"

"Hmm?" Makoto blinked as she looked over. "Oh! Celica-chan! I was just looking f-" She tensed when she saw Gwen. _'Crap! She's one of the last people I wanted to speak with right now!'_

"Is...something wrong?" Celica asked in slight concern.

"Uh...no, no! Everything is fine! Except…." Makoto paused as she ran over. "Can I talk to you in private?"

"Hmm? What for?"

"It's...important."

"...Why not talk to Miss Gwen about it as well?" Celica asked. "She won't say anything. Right, Miss Gwen?"

"...Well, it depends on what it is exactly," Gwen answered.

"It...well…" Makoto paused as she looked around before whispering to her, "You know any sound-cancelling spells so no one can hear us?"

"I may. Why do you ask?" Gwen asked.

"Because if Kagura ends up hearing this, he wouldn't let me or the person I want to talk about live it down!" Makoto hissed.

Gwen's eyes widened a little before narrowing. "Inanitatem (Empty noise)." For a moment, the trio were covered in Gwen's mana before it faded. "Okay. Right now, only the three of us can speak to one another and our mouths will no longer appear to move to anyone looking at us."

"Good to know…" Makoto sighed in relief at that before flinching at the glare Gwen gave her.

"What did you and Ben do?"

"Eh?" Celica blinked at that.

"From how Ben ran earlier, I assume something happened between him and Makoto," Gwen explained, her eyes not once turning away from Makoto. "Now...what exactly did you and Ben do, Makoto Nanaya?"

"...Well, at first I was kinda venting on the sandbag in the gym while getting ready for the tournament, but Ben came in and offered to spar with me," Makoto explained.

"And?"

"And...well, we were really going at it before we got caught up in one of his bubble traps and got in a rather...ahem...a rather awkward position before he dismissed said trap. As I was getting off him, we...kinda locked eyes and..." Makoto paused as she looked away, a small blush forming on her face as she mumbled something.

"A little louder, Makoto."

"I said we….mm mm…"

"Louder so Celica can hear."

"I said we almost kissed before Hibiki came in!" Makoto shouted before covering her mouth.

"Oh my…" Celica gasped a bit while Gwen…

"Explain. _Now_."

"Uh...t-to be fair, it was most likely due to the adrenaline from the spar!" Makoto tried to reason. "We were really going at it!"

"Grr…"

"N-not in that way, mind you!" Makoto yelped, waving her hands up to try to calm her. "Just please stop glaring at me! I swear nothing else happened after that!"

"...Then why did you want to talk to Celica about this?" Gwen asked in an even tone.

"Because I can't get him out of my head and my heart keeps beating just thinking about that moment!" Makoto exclaimed before covering her mouth again, her blush returning in spades.

"..."

"Oh, my…" Celica gasped a bit before giggling, "I think I know what's wrong...Makoto, I think you're in lo-"

"Celica, please be quiet," Gwen ordered.

"Eep!" Celica yelped a bit at the tone Gwen used.

"...Please don't tell anyone about this," Makoto begged. "It was embarrassing enough when Hibiki walked in and saw our almost-kiss. I don't want anyone else to know, especially Kagura or Tsubaki."

"..."

"Oh, kami, you're gonna scold me, aren't you?" Makoto paled a bit.

"...No..."

"Phew…" Makoto sighed in relief before tensing. "...Why do I sense a 'but' coming up…?"

"But I will say two things. I won't tell anyone. It'll be just between us and Celica for now," Gwen stated in an even tone.

"...and the other?"

"Hurt him…" Gwen's eyes turned solid magenta. "And I'll hurt you. Got it?"

"Crystal!" Makoto yelped, her tail sticking straight up for a moment before frowning a bit. "But I won't do that to him. I care about my friends too much to hurt them like that. I'd sooner harm myself than break someone's heart."

"..." Gwen's eyes changed back as she simply nodded.

"Is that all, Makoto?" Celica asked.

"Hai...That's all for now," Makoto nodded.

"Good...but I will personally ask you some questions later, Nanaya-san," Gwen stated in the same even tone. "Understand?"

"...Fair enough." Makoto nodded a bit.

"Good." Gwen nodded as she dismissed the spell before rubbing her head. "Ugh…"

"Everything okay?" Makoto asked.

"Aside from a lack of sleep and what we just talked about?" Gwen deadpanned a bit.

"Oh...I, uh...guess I'll go hit the showers, then...eh heh heh…" Makoto sheepishly laughed as she walked away. "C-catch you two later."

"Okay. See you later, Makoto." Celica waved a bit as the squirrel girl left. "...Miss Gwen, perhaps it's a good idea you take a nap real quick."

"I would, but the professor…"

"No buts." Celica frowned a bit. "I don't want you risking your health for my sake. I'll even stay in the room until you're done resting."

"...Are you sure?"

"Of course. My sister would end up awake for days learning and creating new spells, and I usually had to help her go to sleep," Celica explained. "So please for me, and Mr. Levin...go and rest in your bed."

"But…"

"I _will_ employ my normal methods I had to use with my sister on you," Celica warned.

"...Actually a nap sounds good," Gwen whispered with slightly wide eyes. _'I forgot her sister is Nine, so…yeah. A nap definitely sounds good right about now.'_

"Good." Celica smiled softly. "Then let's head back to your room."

"Okay."

* * *

Back over at the coliseum, Asuka stood in the middle of the empty arena, a look of deep thought on her face. Tomorrow...tomorrow is the day the coliseum will be filled with multiple competing within the tournament, including-if the rumor was true- Ragna the Bloodedge...one of the only two people she's ever lost too in the past. No matter how many wins she would achieve, no matter how strong her opponents here in the coliseum were...those two losses would forever stain her record, and leave unbearable scars on her pride as a warrior.

"...I won't lose...I swear I won't lose ever again…" Asuka whispered to herself, growling as her fiery aura began to surround her, "I am a warrior...I am the queen of battle…"

"Heh...still the same egomaniac I see."

"?!" Asuka tensed, summoning her spears as she quickly turned around, "Who goes there?!"

"Chillax. It's only us…" the voice spoke as a pair of figures walked out of the shadows.

"...You two…" Asuka frowned, recognizing the two figures.

"'Sup, miss Queen complex?" Karai grinned as she and Aoiro stood there, "So this is where you've been hiding out...gotta say, trading your job for fighting in a coliseum...heh. Must've REALLY wanted that ego of yours stroked."

"...State your business…" Asuka demanded.

"We merely came to see if you truly were here," Aoiro explained.

"That, and to let you know I personally will be competing in the tourney tomorrow," Karai added with a grin, only to earn a slight chuckle from Asuka, "...The fuck's so funny?"

"If you're planning on fighting me for the tournament, I suggest turning back now…" Asuka advised as she dismissed one of her spears, "Not once during our spars could you defeat me."

"Ahh, bitch…" Karai winced with a slight growl.

"Nor could you beat me in anything else, including breakfast," Asuka added with a slight smirk.

"...ohohohoho~ Oh you're going there, aren't you…?" Karai's eye twitched as she brought her claws out.

"Karai…" Aoiro began.

"Shut up! Onee-sama specifically made those flapjacks and sausage for me, and ego-bitch over there ups and takes them before I could even finish in the shower!" Karai snapped.

"You're taking this way out of proportion…" Aoiro sweatdropped.

"They were bacon pancakes, Aoiro... _bacon pancakes_!" Karai almost practically whined.

"You could consider it payback for drinking the coffee that was specifically made for me," Asuka frowned.

"Oh, one time! One fucking time, and you're still never letting me live that down!" Karai argued.

"Because you need to know your place, midget wyvern!"

"...Bitch, what did you just call me?" Karai frowned dangerously.

"I am referring that out of the five of us, you were the shortest a-"

"THAT'S IT! FUCKING KILLING YOU!" Karai snarled as she shot forward, her claws reeled back as pitch-black flames engulfed them.

Asuka frowned as she stood ready, summoning her other spear back as the fiery aura surrounded her.

"ENOUGH!" Aoiro yelled as she got between the two, her eyes slit as she used two of her swords to block their weapons, "This is not the time to fight one another."

"SHE FUCKING STARTED IT!" Karai snapped.

"And _I'm_ ending it," Aoiro argued with a stern glare, "If you want to fight, save it for tomorrow Karai, or else I'll do what onee-sama does to punish you."

"...You wouldn't," Karai frowned, earning silence in response, "...Ugh….fine…" she muttered as she dismissed her claws, "Fucking cunt…"

"Good…" Aoiro whispered before glaring at Asuka, "And you, I suggest you stop antagonizing her, or else I'll fight you myself..."

"...Tch. I do not need to waste my strength on either of you right now," Asuka scoffed, dismissing her spears as she turned around and began to walk off, "I'll see you both tomorrow."

"...hey!"

"...What?" Asuka frowned, not once turning to face Karai.

"I'm gonna make it to the finals, and when I do...I'm gonna shove that ego of yours down your throat and make you eat it!" Karai declared.

"...I'll be surprised if you do make it to the finals," was all Asuka said as she left the area.

' _Oh I'm gonna beat that bitch….I don't care what A wants me to do, I'm going to fucking beat that bitch into a bloody pulp!'_ Karai thought with a growl.

* * *

Meanwhile, back over with Ben, he was currently walking around the hallways. Kagura had called him in for something at the dining hall. He was confused as to why Kagura called him there specifically….while at the same time trying to find it within the incredibly large building.

"...Seriously, where is it? Least Kagura could've done was give me some directions," Ben muttered before he noticed someone looking around as well, "...Ragna?"

"Hmm?" Ragna raised a brow as he looked over, "Oh...hey, kid."

"Again, seventeen, going to be eighteen soon," Ben sighed in slight annoyance, "Also, what're you doing here?"

"Looking for that damn dining hall Kagura mentioned," Ragna answered as he looked around, "Only he failed to tell me where it was. Seriously, this place is a god damn maze!"

"Tell me about it," Ben muttered, "Tried asking Gwen and Kevin if they had any idea, but they weren't in their room."

"Ugh...then how the hell…?!" Ragna began before he noticed something sticking out of Ben's jacket, "...The hell?"

"What's…" Ben began before he noticed it, sticking his hand inside his jacket before pulling out a note, "'Second door to your left from your current position. Hibiki'..." _'Seriously, how does he do that?!'_

"...Is that guy the Ultimate Butler or something?" Ragna muttered before shaking it off, "Nevermind. Let's just see what Kagura wants."

"Agreed…" Ben nodded a bit as the two walked to the door the note instructed them to go to.

Once the two opened the door, they noticed two things. One: everyone-minus Tager, and surprisingly, Rachel-was in the large dining-room like area, and two; they were sitting before a large buffet of assorted foods.

"Holy…"

"Yo Benji, Rags. About time ya came," Kagura greeted with a grin.

"...Is this a joke?" Ragna asked with a raised brow.

"Nope. Today's meal was prepared by Hibiki," Kagura answered, "Trust me. His food is excellent."

"It's always nice to prepare food for people that can appreciate it. Serving food to people who treat it like any other meal is no fun at all," Hibiki stated.

"You always manage to say a little TOO much, don't you?" Kagura narrowed his eyes a bit at his assistant.

' _...Okay seriously, is he_ _the Ultimate butler?!'_ Ben mentally exclaimed.

"Nonsense, Benjamin Tennyson," Rachel spoke, pausing in drinking her tea, "That title belongs to Valkenhayn."

' _?! Did...she just read my mind?!'_

"Perhaps. But I am rather busy to fully look into your mind at the moment," Rachel stated, "Now you and Ragna sit down. Keeping the rest of us waiting like that is rather rude, you know."

"Grr…" Ragna's eye twitched a bit.

"Oh my...this looks really good," Noel noted as she looked at the food before her.

"This is my first time trying Hibiki's cooking," Makoto admitted before using some chopsticks to pick up a piece of sliced ham and ate it, "?!"

"Makoto?" Tsubaki blinked, seeing the squirrel girl tense up.

"...it….It…."

"D...daijoubu?" Noel asked, now feeling concerned for Makoto.

"It….UMAI~~~~!" Makoto beamed in absolute bliss before picking up a dumpling in ate it, "Ohh~! Oh my god, this is so good~~!"

"...Okay I call bull. No way this is…" Kevin began as he took a bite of some fried rice, "?!...Holy crap...this is pretty good."

"Really?" Ben raised a brow as he sat by Kevin and Gwen, the former already starting to fill his plate up with some of the food there while trying a sample of it.

"Dude, you gotta try the salmon. I-ow!" Kevin yelped when Gwen elbowed him on his side.

"Kevin, you're being rude," Gwen stated in a firm tone.

"You try behaving after trying this food," Kevin countered as he put his plate down, "Seriously though Ben, you gotta try some of this. It's pretty good."

"..." Ben just blinked before using a fork to pick up a small slice of cooked ham before popping it into is mouth, "?! Wow...this is really good."

"I try my best," Hibiki bowed a bit.

"...There's no Silver Vine…" Kokonoe frowned a bit, "Hey Celica, could you pass me that Lo mien?"

"Here you go, professor," Celica replied as she handed the catgirl scientist some, "Want some, Ragna?"

"Oh, yeah. Thanks…" Ragna answered as Celica put some on is plate.

"Ano...Professor Kokonoe, where's Tager?" Noel asked, not seeing the red giant anywhere.

"He's having maintenance done in preparation for tomorrow," Kokonoe answered, popping a bit of her food in her mouth.

"Oh...s-soka," Noel noted before sighing a bit, "Gomen, minna. You all had to put up with a lot because of me…"

"It's fine, Noellie," Makoto assured, pausing in eating her mountain of fried rice to give the shy blonde a reassuring smile, "You can't fight on an empty stomach as they say. We need to be prepared for the big battle coming soon, and then everything will be back to normal."

"H...hai…"

"...Noel," Tsubaki spoke, getting her shy friend's attention, "It'll be fine. When we're...no. We will succeed in our mission...to restore the NOL to what it once was, and to make sure nobody has to live in fear of the Imperator's laws ever again."

"...H-hai…"

"Plus it'll be nice to see Sakuya-san now and again once things have returned to normal," Tsubaki whispered to her.

"...Y-you're right…" Noel nodded, a soft smile growing on her face, "Arigatou, Tsubaki-chan, Makoto-chan."

"Hey. What're best friends for?" Makoto asked with a squirrely grin, "We're all here to help out anyway we can."

"I don't need help…" Jin muttered, a tick mark on his forehead as he sat next to Ragna, "I can handle this myself."

"Mou...major! Don't say things like that!" Makoto groaned, "We have to work together!"

"Hmph!" Jin scoffed at that, "You'll always be in the way."

Ben noticed the flinch Tsubaki gave off when Jin said that, earning a slight frown from him. He seemed like an alright guy when he first met him back in Kagutsuchi, but now...he was acting more like arrogant jerk who could care less what happens to the people around him.

"Yeesh...talk about a real ice king…" Kevin muttered.

"Kevin, don't…" Gwen began before thinking for a moment, "Then again...that is a bit apt in terms of his personality and abilities…"

"Exactly," Kevin nodded a bit.

"Grr..." Jin gave a low growl at that.

"Ragna, this dish is so good!" Celica beamed, trying some of the fried rice before leaning over the table to give Ragna a bite, "Here, you gotta try it. Go ahead, 'ahhh.'"

"H-hey, stop that. I can feed myself," Ragna complained as Celica tried to get the food in his mouth.

"But your right arm is still paralyzed, Ragna," Celica stated, "And you've been spilling food all over with your left."

"No I haven't," Ragna argued before Tsubaki pointed down, making him look at the mess on his end of the large table, "...Tch. Stop worrying about every little thing. This is something I gotta do myself, okay?"

"C'mon. Just a bite," Celica begged as she continued to try and get him to eat the sample of fried rice, "Here. 'Ahhhh…'"

Ben, Kevin, Makoto and Kagura couldn't help but snicker at the scene a bit...only for Jin to give a cold icy glare at Celica.

"Woman...he told you to leave him be…" Jin frowned, the room starting to get cold a bit.

"Hmm?" Celica blinked as she looked over at Jin, "Oh, Jin, did you wanna try it too? Here, it's really good."

"Don't act so familiar…" Jin ordered, his tick mark growing a bit, "Leave me alone."

"Keep it down, Jinny. Be quiet and eat," Kagura said with an amused grin.

"What did I say about calling me that?" Jin growled.

"Pfft! Jinny?" Kevin snickered a bit at that, "Okay...that's a good one."

"Kevin…" Gwen hissed at him.

"What? It is."

"See? Kevs knows what I'm talkin' about," Kagura smirked, he and Kevin fist bumping each other under the table.

"Ugh/Grr…" Gwen let out a sigh while Jin growled in annoyance.

"Heh heh...Jinny. That brings back memories," Makoto giggled a bit.

"Taro-san used to call him that, didn't he?" Noel asked.

"Maybe..." Makoto shrugged before chuckling a bit, "Man...we got into so much craziness back when we were in the academy."

"True…" Tsubaki nodded a bit, "We did get into some rather...interesting adventures back then."

"Yup! ...oh man, remember that time we got lost in the woods during a camping trip with Mai and Kajun and found that hot springs?" Makoto asked.

"Th-that was rather pleasant," Noel smiled at the memory.

"Pleasant? Girl, that hot spring was soon good, it felt like we were getting a full body massage!" Makoto grinned.

"It was nice for a time being," Tsubaki nodded, "...At least until the Student Council found out about it and blocked the area off."

"What?! You mean you…!"

"I tried to go against it, but the majority of the council voted yes on blocking that area off."

"Mou~~!" Makoto complained as she placed her head on the table, "I wanted to go to that hot springs one last time before graduation~~"

"And possibly get the chance to grope Mai again," Tsubaki countered.

"...Yeah ya got me there," Makoto chuckled.

"Oh? Played for the other team back then, eh?" Kagura asked with a grin...only to get a facefull of lo mien in response, "...not sure I deserved that."

"...Y-you know, considering all the times you groped Mai-chan and all, it makes me think you're...w-well…" Noel began.

"...Wait. Are you insisting…?"

"She does make a fair point, Makoto…" Tsubaki spoke.

"Noellie, Tsubaki, I'm not gay," Makoto stated to the two, "I am bi though."

"?!" Ben nearly choked on his food upon hearing that, _'She's bi?!'_

"Wow, dude. Looks you hit the j-ow!" Kevin grunted when an acorn hit him square in the head, "Okay! Who threw that?!"

Makoto gave an innocent whistle as she looked away.

"...I wonder how Mai-chan is doing?" Noel couldn't help but ponder, "I left for the Military Academy part way through school...I graduated, but haven't seen her or Kajun-chan since. Makoto, Tsubaki, do you know where they were assigned?"

"Sadly, no," Tsubaki shook her head, "Makoto?"

"Hmm…?" Makoto pondered for a moment, "I haven't talked to either of them since we graduated either...there was a rumor Mai-chan had gone missing, too."

"Oh, no way! Really?" Noel gasped, earning a nod from her Beastkin friend, "Now I'm really worried."

"I'm sure they're fine, Noel," Tsubaki assured.

"Yeah. Mai can be a little weird at times and Kajun's...well, Kajun, but they really got it together," Makoto added.

"Y-yeah...you're right,. They're probably okay," Noel nodded, "I wish I could see them though, especially Mai-chan...she was the only one who would eat my cooking."

"That was probably the weirdest thing about her," Makoto giggled a bit.

"Hearing 'Jinny' actually brings back a lot of memories."

"Hai," Tsubaki nodded in agreement.

"Yeah, it does. But 'Jinny' was…"

"I can hear you…" Jin spoke through gritted teeth, his tick mark growing as he was ready to summon Yukianesa.

"Ahh!" Noel, Makoto, and Tsubaki yelped as they hugged each other, "G-gomen!/gomen/G-gomen, Jin-nee-sama!"

"Please do not summon your sword, Major Kisaragi, less I throw you out myself," Hibiki gave a stern glare at Jin.

"...Tch," Jin scoffed as the cold atmosphere began to fade a bit.

"Good…"

"Heh heh..."

"Hmm?" Celica blinked a bit, noticing a small smile on Ragna's face, "What is it, Ragna? You're smiling."

"Nah, it's nothing…" Ragna waved her off.

"Meownch meownch meownch meownch...delicious, nya! It's so good, Tao wants to be like 'call the chef! Call the chef!'"

"Heh...even Tao likes the f-TAO!?" Ragna exclaimed as he looked across the table, seeing the catgirl wolfing down some of the food, "What are you doing here?! Wait, where the hell were you?!"

"How'd she even get in here…?" Kevin muttered.

"Nyello, Suck Guy!" Taokaka beamed before looking at Kevin's plate full of food, "Ohh~! You gonna eat that?!"

"Try it and I'll turn you into a washed out cat," Kevin threatened.

"...Okay. Then Tao will try Good Guy's food!"

"How about no?" Ragna retorted, lifting his plate up with his good arm just before Taokaka could grab it.

"Mew~~! But Tao hungry…"

"Then get your own food, damn it!"

"Ragna, please cease your agitation," Rachel spoke up, "Behave properly and use proper table etiquette, or you'll ruin the mean for everyone…" she shook her head lightly, "I suppose it's too much to expect table manners from vermin."

"Oi!" Ragna snapped.

"She does make a point," Hibiki admitted.

"Oi! What is this, pick on Ragna day?!" Ragna snapped.

"Silence you…" Rachel ordered, taking a small bite of her food, "Oh my. I must confess that this mutton roast is delightful. Perfectly seared, all the flavor is intact, but doesn't taste even slightly undercooked, yet the texture is surprisingly tender. The herbal aroma is invigorating, but not overwhelming. The spicing is complete, but the fragrance of the roast has been drawn out superbly. The flavor of the herbs mixed with the juices of the meat inside the mouth creates a perfect harmony. I confess that I quite like it."

"Mmm, yes~ It is delicious indeed," Nago added with a purr.

"Delicious! Truly delicious!" Gii beamed.

"Thank you," Hibiki bowed, "May I interest you in a post-meal beverage?"

"Black tea, please," Rachel answered, "I'll leave the brew up to your discretion."

"Excellent choice," Hibiki nodded, "For dessert, I've prepared scones. I will make sure the coffee is the right temperature."

"That is appreciated."

"Ugh...ignoring me entirely…" Ragna growled before moving his plate away from Taokaka once more, "Oi! I said get your own food, damn it!"

"Good guy, meownch! Don't be so stingy, meownch!" Taokaka argued, snatching some more food and stuffing it in her mouth, "And greedy, meownch! And gluttonous, glumph! Tao gonna call you piggo from now on, nya!"

"Hey pot, meet kettle. Have you met?" Kevin quipped before Tao snatched some food from his plate, "Hey! You just swiped from my plate!"

"Too slow, Suck Guy!"

"...That's it. I'm making you into a…!" Kevin began as he stood up.

"Ragna, Mr. Kevin, we're eating. Don't cause a scene," Celica scolded in a stern tone, "You too, Taokaka. Look, your face is covered in food."

"But Tao is hun…"

"I know you're hungry, but you shouldn't steal from everyone," Celica continued, "There is a plate before you and the buffet also before you. Fill your plate and eat from it, please."

"...Yes, ma'am, meow," Taokaka mewled, grabbing a few pieces of food from the buffet before returning to her seat.

"Good," Celica smiled a bit.

"...How did she do that…?" Kevin whispered as he sat back down, looking at Celica with slightly wide eyes.

"You just need the right touch is all," Celica replied with a giggle.

"...Noted," Kevin said before looking at Rachel a bit, "...By the way, surprised no one brought this up yet, but who's the gothic lolita?"

 ***BZZT!***

"...ow…" Kevin wheezed, his body a bit burnt as he coughed up a bit of smoke.

"Hmph. I suggest you keep yourself silent, less I turn you into a frog," Rachel huffed a bit, "Then again, perhaps it would be an improvement."

' _...Okay. Instantly hate her,'_ Kevin thought with an eye twitch.

"You know…" Kagura spoke up, earning Rachel's attention, "Kevin was right about no one bringing it up until now. Who are you?"

"Isn't it proper etiquette to introduce oneself first?"

"Oh, is it? Even though you're in someone else's home, eating their food?" Kagura retorted with a smirk, "Though, you were acting so confidently, nobody else just didn't notice…" he then bowed a bit, "I'm Kagura Mutsuki of the Norvus Orbis Librarium, head of the Duodecim, and fifth chef of the Mutsuki Family. You can call me Kagura."

"A pleasure. I'm Rachel Alucard," Rachel greeted back, slightly earning Gwen's attention as she listened in.

"Ahh...so you're Rachel Alucard, eh? I'd heard rumors about you. You're much more beautiful that I was led to believe…" Kagura noted before clearing his throat, "Ah, my apologies. I have a tendency to say what's on my mind without thinking."

' _No shit…'_ Makoto mentally snarked.

"It's an honor to meet you, Madam Alucard," Kagura stated as he bowed to Rachel.

"Well now..unlike a certain someone, you seem to have an eye for beauty," Rachel noted with a small, almost unnoticeable smile, "That is a dependable quality. You should cherish it. The pleasure is mine, Kagura. You may call me Rachel."

"...Grr…" Ragna growled a bit, his eye twitching as he glared at Kagura, "I don't know what it is exactly, but this guy really pisses me off. He's constantly trying to score points and succeeding."

"You can have five points from Tao!" Tao shouted with a toothy smile.

"I don't need your points!" Ragna snapped.

"This..is the world's most wanted criminal…?" Tsubaki whispered in disbelief, "...I'm starting to think those rumors about him are highly exaggerated."

"Same…" Makoto slowly nodded.

"Ahem. Alright, now that formalities are out of the way, I'll explain the plan for tomorrow," Kagura spoke as he gained a serious expression, "Tomorrow, the tournament will take place with Ragna's Bounty on the line. We have two goals there. One; recruit the coliseum's champion, Asuka to help with our cause, and two: te lure out Azrael. I'll go over the details when we're there, but for now, Ragna, just remember not to lose until you make it to Azrael. Once he shows up, I'll handle him. Y'got it?"

"Sure thing," Ragna nodded a bit, "You should save your breath for the cheesy pick-up lines, anyway."

"Ben, Makoto, Kevin, you three need to try and make it to the finals so you can get the chance to talk to Asuka," Kagura continued.

"Got it," Ben nodded.

"I won't lose," Makoto assured.

"Got it, dude," Kevin added, _'About time I test out my new skills.'_

"Jin, Gwen, Noel-baby, you three should not come to the tournament. When the time comes, we'll meet up at the coliseum. But until then, you'll be on standby here."

"Understood/h-hai/hmph," Gwen and Noel nodded while Jin scoffed.

"Tsubaki, you're going to escort Ragna to the coliseum," Kokonoe spoke up as she stood up, "The spot you'll be taking him will be the arena plaza. Once you enter the plaza, Tager will start the device engine at full power and form the barrier."

"A barrier?" Ben blinked.

"It's for when you encounter Alpha, Beta, and/or Gamma," Kokonoe clarified, reaching into her lab-coat pocket and pulled out a small device before a holographic image of a dome appeared, "This barrier will form in the location where /all eyes of the world' are gathered. Once inside, you can go all out and fight without worry, since it won't disrupt even a little. Even if it's interference from the Imperator."

"Very useful…" Tsubaki noted.

"Wait...why would we need to fight them in the first place?" Makoto asked.

"The less threats we have to worry about during the battle against the Imperator, the better," Kokonoe frowned, "Once the barrier is formed, the plaza will become an Eclipse Field, so the outside world will be completely unable to use interference," the image disappeared as she pocketed the device, "Of course, you won't be able to use it from within either. As such, only you will know if the situation changes. I'll leave it to you to make your own decisions from inside. Understood?"

"Of course," Tsubaki nodded.

"Good. if things go well, we can move onto the next phase of our plan," Kagura stated, "So for now, relax for tonight. You're all gonna need the energy for tomorrow."

' _And I'm gonna need plenty of it…'_ Ben thought as he looked down at the Omnitrix, _'Just hope I don't have to resort to using the Omnitrix, otherwise I'd end up attracting every nut and psychopath out there, including...Azrael.'_

* * *

"...ugh...where are they?" A muttered as he waited in his lab, "X should've had them over here by now….ugh. I swear if J pulled them into another of her asinine games, I a-"

"Hello~!"

"...Speak of the she-devil…" A muttered as he looked over at the shadows, seeing a female figure in a similar cloak, "What are you doing here? Didn't our leader tell you to butt out of my business?"

"True, but I figured I'd give ya the bad news, and the good news~" J giggled.

"...What did you do?" A frowned.

"Nothing~ But….it would seem X couldn't bring back the female you had in mind," J clarified, "Something about an interference or something."

"...And what of the male?" A asked through gritted teeth.

"Looks like Shinra got to him first and hi-"

"SHINRA?!" A snapped, causing J to yelp as she backed away, "Blast! How'd they get a hold of him? In fact, how'd they get him to cooperate?!"

"Mmm mm," J shrugged.

"G **rr…!** " A growled, his eyes glowing red underneath his hood as red data lines were seen underneath.

"But~~~! I have good news," J spoke before pulling out a small container, showing what looked like a slightly large dragon scale, "Behold, bitch!"

"?!" A's eyes widened, the data lines disappeared as he rushed over and snatched the container, "Where….where did you get this?!"

"You can thank X for that," J stated in a serious tone, "It would seem during the time of that dragon's awakening, he was hiding in the shadows so he could obtain a sample of it. At best, he could only obtain a scale due to its incredibly durable hide."

"...Yes...this...this is something I can definitely use for my creation…" A whispered, a hint of an excited tone in his voice before clearing his throat, "Thank you, J. I can use this."

"Of course. I will tell X you obtained it without fail," J nodded before grinning madly underneath her hood, "Now if you'll excuse me, I'm headin' back to base to watch the Despair unfold here!"

"Something I bet you and Terumi would get along in rather well..." A muttered, his eyes still trained on the container.

"Oh ho fuck yeah~! Wouldn't mind causing some despair with him! Upupupupupu!" J laughed maniacally.

"...Just...just go before you ruin the mood," A sighed.

"...Fine. Later, egghead!" J shouted as she vanished in a plume of darkness, _"Oh wait...I'm one too...Upupu…"_

A just rolled his eyes underneath his hood before he approached the pod,opening the container as he pressed something on the console as a panel opened, letting him drop the scale into it before it shut.

' _Heh heh heh...close...oh so very close...but more...I need the rest of the 'ingredients'...'_ A thought as he looked at the pod, the readings on the screen starting to slowly spike up, _'I just need the energy from the rest of the Murakumo units, and most importantly…'_ he paused in his thoughts as his eyes glowed a sinister red, _'The Azure Grimoire's power…'_

* * *

 _SZ: Phew...seriously, I need to plan better ahead when it comes to finishing the chapters. This one took a while, but I finally got it done...with the help of Gammatron and Rider Paladin of course. Ahem, anyways...things are starting to heat up, and the tournament officially starts next chapter. But question is...how will Ben do in the tournament without resorting to the Omnitrix? Who are A and J really? What did J give A? Who is this 'Leader' they mentioned? And more importantly...who is Shinra? Guess we'll find out next time, minna. Until then, I am Seanzilla115...ja ne._


End file.
